Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
31-May-14 | Feb. 28, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'National Graphite Corp | ' |
Entity Central Index Key | '0001409432 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-May-14 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'This amendment is being filed merely to correct a typo relating to the outstanding share information in the original filing. | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $0 |
Entity Common Stock, Shares Outstanding | 2,288,996 | ' |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | 31-May-14 | 31-May-13 |
CURRENT ASSETS | ' | ' |
Cash | $815 | $187,622 |
Total Current Assets | 815 | 187,622 |
PROPERTY AND EQUIPMENT, net | ' | 541 |
OTHER ASSETS | ' | ' |
Deposits | 1,400 | 1,400 |
Mineral interests | ' | 575,000 |
Total Other Assets | 1,400 | 576,400 |
TOTAL ASSETS | 2,215 | 764,563 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 29,366 | 9,595 |
Accounts payable - related parties | 39,000 | ' |
Accrued interest | 483 | ' |
Convertible note payable (net of unamortized discount of $863) | 24,137 | ' |
Total Current Liabilities | 92,986 | 9,595 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred stock, 1,000,000 shares authorized at par value of $0.001; 675,000 and 675,000 shares issued and outstanding, respectively | 675 | 675 |
Common stock, 499,000,000 shares authorized at par value of $0.001; 2,288,996 and 2,288,996 shares issued and outstanding, respectively | 2,289 | 2,289 |
Additional paid-in capital | 2,684,593 | 2,683,186 |
Other comprehensive income | 59 | 59 |
Deficit accumulated during the exploration stage | -2,778,387 | -1,931,241 |
Total Stockholders' Equity (Deficit) | -90,771 | 754,968 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $2,215 | $764,563 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | 31-May-14 | 31-May-13 |
Statement of Financial Position [Abstract] | ' | ' |
Unamortized discount | $863 | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 675,000 | 675,000 |
Preferred stock, shares outstanding | 675,000 | 675,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 2,288,996 | 2,288,996 |
Common stock, shares outstanding | 2,288,996 | 2,288,996 |
Statements_Of_Operations
Statements Of Operations (USD $) | 12 Months Ended | 91 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Income Statement [Abstract] | ' | ' | ' |
REVENUES | ' | ' | ' |
OPERATING EXPENSES | ' | ' | ' |
Exploration of resource properties | 33,624 | 107,846 | 232,615 |
Impairment of mineral interests | 582,820 | 171,369 | 869,189 |
Depreciation expense | 541 | 809 | 2,428 |
Professional fees | 100,200 | 97,544 | 1,193,829 |
General and administrative expenses | 128,893 | 141,717 | 479,258 |
Total Operating Expenses | 846,078 | 519,285 | 2,777,319 |
LOSS FROM OPERATIONS | -846,078 | -519,285 | -2,777,319 |
OTHER INCOME (EXPENSE) | ' | ' | ' |
Interest expense | 1,068 | ' | 1,068 |
Total Other Income (Expense) | -1,068 | ' | -1,068 |
LOSS BEFORE INCOME TAXES | -847,146 | -519,285 | -2,778,387 |
PROVISION FOR INCOME TAXES | ' | ' | ' |
NET LOSS | ($847,146) | ($519,285) | ($2,778,387) |
BASIC AND DILUTED LOSS PER SHARE | ($0.37) | ($0.22) | ' |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 2,288,996 | 2,371,482 | ' |
Statements_Of_Stockholders_Equ
Statements Of Stockholders' Equity (Deficit) (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Stock Subscriptions Payable | Other Comprehensive Income | Deficit Accumulated During the Exploration Stage | Total |
Balance value at Oct. 18, 2006 | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for cash, shares | ' | 3,450,000 | ' | ' | ' | ' | ' |
Common shares issued for cash, value | ' | $3,450 | $11,550 | ' | ' | ' | $15,000 |
Currency exchange loss | ' | ' | ' | ' | -2 | ' | -2 |
Contributed Administrative Support & other services rendered by officers | ' | ' | 100 | ' | ' | ' | 100 |
Net loss for the year ended | ' | ' | ' | ' | ' | -5,816 | -5,816 |
Balance value at May. 31, 2007 | ' | 3,450 | 11,650 | ' | -2 | -5,816 | 9,282 |
Balance shares at May. 31, 2007 | ' | 3,450,000 | ' | ' | ' | ' | ' |
Contributed Administrative Support & other services rendered by officers | ' | ' | 50 | ' | ' | ' | 50 |
Currency exchange gain | ' | ' | ' | ' | 61 | ' | 61 |
Net loss for the year ended | ' | ' | ' | ' | ' | -56,311 | -56,311 |
Balance value at May. 31, 2008 | ' | 3,450 | 11,700 | ' | 59 | -62,127 | -46,918 |
Balance shares at May. 31, 2008 | ' | 3,450,000 | ' | ' | ' | ' | ' |
Common shares issued for cash, shares | ' | 1,000,000 | ' | ' | ' | ' | ' |
Common shares issued for cash, value | ' | 1,000 | 99,000 | ' | ' | ' | 100,000 |
Net loss for the year ended | ' | ' | ' | ' | ' | -51,056 | -51,056 |
Balance value at May. 31, 2009 | ' | 4,450 | 110,700 | ' | 59 | -113,183 | 2,026 |
Balance shares at May. 31, 2009 | ' | 4,450,000 | ' | ' | ' | ' | ' |
Common shares issued for cash, shares | ' | 212,500 | ' | ' | ' | ' | ' |
Common shares issued for cash, value | ' | 213 | 169,788 | 50,000 | ' | ' | 220,000 |
Capital contribution | ' | ' | 10,000 | ' | ' | ' | 10,000 |
Common stock issued for services, shares | ' | 14,667 | ' | ' | ' | ' | ' |
Common stock issued for services, value | ' | 15 | 119,985 | ' | ' | ' | 120,000 |
Common stock issued for mining/mineral claims, shares | ' | 5,000 | ' | ' | ' | ' | ' |
Common stock issued for mining/mineral claims, value | ' | 5 | 59,995 | ' | ' | ' | 60,000 |
Net loss for the year ended | ' | ' | ' | ' | ' | -264,513 | -264,513 |
Balance value at May. 31, 2010 | ' | 4,682 | 470,468 | 50,000 | 59 | -377,696 | 147,513 |
Balance shares at May. 31, 2010 | ' | 4,682,167 | ' | ' | ' | ' | ' |
Common shares issued for cash, shares | ' | 1,569 | ' | ' | ' | ' | ' |
Common shares issued for cash, value | ' | 2 | 39,998 | ' | ' | ' | 40,000 |
Common stock issued pursuant to stock subscription payable, shares | ' | 4,167 | ' | ' | ' | ' | ' |
Common stock issued pursuant to stock subscription payable, value | ' | 4 | 49,996 | -50,000 | ' | ' | ' |
Common stock issued for cash and warrants at $0.63 per common share, shares | ' | 11,872 | ' | ' | ' | ' | ' |
Common stock issued for cash and warrants at $0.63 per common share, value | ' | 12 | 224,988 | ' | ' | ' | 225,000 |
Common stock issued for prepaid services at $0.85 per common share, shares | ' | 22,000 | ' | ' | ' | ' | ' |
Common stock issued for prepaid services at $0.85 per common share, value | ' | 22 | 560,978 | ' | ' | ' | 561,000 |
Common stock exchanged for preferred stock, shares | 675,000 | -2,250,000 | ' | ' | ' | ' | ' |
Common stock exchanged for preferred stock, value | 675 | -2,250 | 1,575 | ' | ' | ' | ' |
Net loss for the year ended | ' | ' | ' | ' | ' | -658,714 | -658,714 |
Balance value at May. 31, 2011 | 675 | 2,472 | 1,348,003 | ' | 59 | -1,036,410 | 314,799 |
Balance shares at May. 31, 2011 | 675,000 | 2,471,774 | ' | ' | ' | ' | ' |
Common shares issued for cash, shares | ' | 16,667 | ' | ' | ' | ' | ' |
Common shares issued for cash, value | ' | 17 | 299,983 | ' | ' | ' | 300,000 |
Common stock issued for mining/mineral claims, shares | ' | 16,667 | ' | ' | ' | ' | ' |
Common stock issued for mining/mineral claims, value | ' | 17 | 299,983 | ' | ' | ' | 300,000 |
Net loss for the year ended | ' | ' | ' | ' | ' | -375,546 | -375,546 |
Balance value at May. 31, 2012 | 675 | 2,505,107 | 2,505 | 1,947,969 | 59 | -1,411,956 | 539,253 |
Balance shares at May. 31, 2012 | 675,000 | ' | ' | ' | ' | ' | ' |
Common shares issued for cash, shares | ' | 30,556 | ' | ' | ' | ' | ' |
Common shares issued for cash, value | ' | 31 | 499,969 | ' | ' | ' | 500,000 |
Capital contribution | ' | ' | ' | ' | ' | ' | ' |
Cancellation of common stock, shares | ' | -266,667 | ' | ' | ' | ' | ' |
Cancellation of common stock, value | ' | -267 | 267 | ' | ' | ' | ' |
Common stock issued for acquisition of mineral claims, shares | ' | 20,000 | ' | ' | ' | ' | ' |
Common stock issued for acquisition of mineral claims, value | ' | 20 | 234,980 | ' | ' | ' | 235,000 |
Beneficial conversion feature | ' | ' | ' | ' | ' | ' | ' |
Net loss for the year ended | ' | ' | ' | ' | ' | -519,285 | -519,285 |
Balance value at May. 31, 2013 | 675 | 2,289 | 2,683,186 | ' | 59 | -1,931,241 | 754,968 |
Balance shares at May. 31, 2013 | 675,000 | 2,288,996 | ' | ' | ' | ' | 2,288,996 |
Capital contribution | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature | ' | ' | 1,407 | ' | ' | ' | 1,407 |
Net loss for the year ended | ' | ' | ' | ' | ' | -847,146 | -847,146 |
Balance value at May. 31, 2014 | $675 | $2,289 | $2,684,593 | ' | $59 | ($2,778,387) | ($90,771) |
Balance shares at May. 31, 2014 | 675,000 | 2,288,996 | ' | ' | ' | ' | 2,288,996 |
Statements_Of_Stockholders_Equ1
Statements Of Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 |
Statement of Stockholders' Equity [Abstract] | ' | ' | ' | ' |
Sale of stock price per share | $0.60 | $0.60 | $0.85 | $0.40 |
Stock issued for cash, price per share | $0.50 | ' | ' | ' |
Stock issued for prepaid services, price per share | ' | ' | $0.85 | ' |
Stock and warrants issued, price per share | ' | ' | $0.63 | ' |
Mineral claims acquisition price per share | $0.35 | ' | ' | ' |
Statements_Of_Cash_Flows
Statements Of Cash Flows (USD $) | 12 Months Ended | 91 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($847,146) | ($519,285) | ($2,778,387) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | 541 | 809 | 2,428 |
Services contributed by an officer | ' | ' | 150 |
Other comprehensive loss | ' | ' | 59 |
Amortization of prepaid expense | ' | ' | 561,000 |
Common stock issued for services | ' | ' | 120,000 |
Impairment of mineral interests | 582,820 | 171,368 | 869,189 |
Amortization of debt discount | 544 | ' | 544 |
Changes to operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | ' | -3,500 | ' |
Deposits | ' | 25,000 | -1,400 |
Accounts payable | 25,771 | 8,000 | 32,466 |
Accounts payable - related party | 33,000 | ' | 33,000 |
Accrued interest | -483 | ' | -483 |
Net Cash Used in Operating Activities | -203,987 | -310,608 | -1,160,468 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Purchase of computer equipment | ' | ' | 2,428 |
Purchase of mineral interests | 7,820 | 109,979 | 271,289 |
Net Cash Used in Investing Activities | -7,820 | -109,979 | -273,717 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from convertible notes payable | 25,000 | ' | 25,000 |
Capital contributions | ' | ' | 10,000 |
Common stock issued for cash | ' | 500,000 | 1,400,000 |
Net Cash Provided by Financing Activities | 25,000 | 500,000 | 1,435,000 |
NET INCREASE (DECREASE) IN CASH | -186,807 | 79,413 | 815 |
CASH AT BEGINNING OF PERIOD | 187,622 | 108,209 | ' |
CASH AT END OF PERIOD | 815 | 187,622 | 815 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ' | ' | ' |
Cash paid for Interest | ' | ' | ' |
Cash paid for Income Taxes | ' | ' | ' |
NON CASH FINANCING ACTIVITIES: | ' | ' | ' |
Preferred stock issued in conversion of common stock | ' | ' | 67,500 |
Common stock issued for prepaid expenses | ' | ' | 561,000 |
Common stock issued for mineral interests | ' | 235,000 | 595,000 |
Initial recording of beneficial conversion feature | $1,407 | ' | $1,407 |
Nature_Of_Operations
Nature Of Operations | 12 Months Ended |
31-May-14 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations | ' |
NOTE 1 – NATURE OF OPERATIONS | |
National Graphite Corporation formerly known as Lucky Boy Silver Corporation, which was formerly known as Sierra Ventures, Inc. (“the Company”) was incorporated under the laws of the State of Wyoming on October 19, 2006. On May 8, 2012 the Company filed an Amendment to Articles with and changes its name from “Lucky Boy Silver Corporation” to “National Graphite Corporation.” On February 5, 2010 the Company filed an Amendment to Articles with the Wyoming Secretary of State and changed its name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corporation.” On March 22, 2011, the Company pursuant to Wyoming and Nevada law converted from a Wyoming corporation to a Nevada corporation. | |
The Company is an “exploration stage company” as defined in the ASC Topic Accounting and Reporting by Development Stage Companies. The Company is devoting its resources to establishing the new business, and its planned operations have not yet commenced, accordingly, no revenues have been earned during the period from October 19, 2006 (date of inception) to May 31, 2014. |
Going_Concern
Going Concern | 12 Months Ended |
31-May-14 | |
Risks and Uncertainties [Abstract] | ' |
Going Concern | ' |
NOTE 2 – GOING CONCERN | |
The Company’s financial statements at May 31, 2014 and 2013 and for the period October 19, 2006 (inception) through May 31, 2014 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a loss of $2,778,387 for the period from October 19, 2006 (inception) through May 31, 2014. In addition, the Company has not generated any revenues and no revenues are anticipated until the Company begins extracting and selling ore, and there is no assurance that commercially viable deposits exist on the mineral claims that the Company has under option. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. | |
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and can’t raise it, it will either have to suspend operations until the cash is raised, or cease business entirely. | |
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 12 Months Ended |
31-May-14 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The Company has elected a May 31 fiscal year end. | |
Use of Estimates | |
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates. | |
Concentration of Credit Risk | |
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. | |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |
Impairment or Disposal of Long Lived Assets | |
In August 2001, ASC Topic, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. It clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available. | |
Fair Value of Financial Instruments | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | |
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Mineral Property Acquisition Costs | |
The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. | |
Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. | |
The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company's ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values. | |
The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows. | |
Exploration and Development Costs | |
Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven (measured) and probable (indicated) reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off. | |
Impairment of Mineral Rights | |
The Company reviews mineral rights for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company's current business model. During the years ended May 31, 2014 and 2013, the Company recorded impairment to mineral rights of $582,820 and $171,369, respectively. | |
Asset Retirement Obligations | |
The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The adoption of this standard has had no effect on the Company's financial position or results of operations. As of May 31, 2014 any potential costs relating to the ultimate disposition of the Company's mineral property interests have not yet been determinable. | |
Stock-Based Compensation | |
The Company accounts for its stock-based compensation in accordance with ASC 718 “Stock Compensation.” The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. | |
Income Taxes | |
The Company has adopted the ASC 740 “Income Taxes” as of its inception. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. | |
Basic and Diluted Net Loss Per Share | |
The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. As of May 31, 2014 and 2013, there were 3,681,510 and -0- common stock warrants outstanding, none of which were considered “in the money” at May 31, 2014 and 2013. | |
Recent Accounting Pronouncements | |
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements. |
Property_And_Equipment
Property And Equipment | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
NOTE 4 – PROPERTY AND EQUIPMENT | |||||||||
The Company’s property and equipment consist of the following amounts as of May 31, 2014 and 2013: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Computer equipment | $ | 2,428 | $ | 2,428 | |||||
Accumulated depreciation | (2,428 | ) | (1,887 | ) | |||||
Total | $ | -0- | $ | 541 | |||||
Depreciation expense was $541 and $809, for the years ended May 31, 2014 and 2013, respectively. |
Mineral_Interests
Mineral Interests | 12 Months Ended |
31-May-14 | |
Mineral Properties, Net [Abstract] | ' |
Mineral Interests | ' |
NOTE 5 – MINERAL INTERESTS | |
As of May 31, 2014 and 2013 the Company had $-0- and $575,000, respectively, of capitalized costs related to the acquisition of mineral interests on various properties throughout the United States. On May 31, 2014 an impairment of mineral interests was recorded in the full amount of $582,820, as the Company had abandoned the property on December 9, 2013. As of May 31, 2014 the Silver Strike Property is the only property the Company is exploring. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
31-May-14 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity | ' |
NOTE 6 – STOCKHOLDERS’ EQUITY | |
The Company’s authorized capital consists of 1,000,000 preferred shares with 675,000 preferred shares issued and outstanding at a par value of $0.001 per preferred share. Common stock consists of 499,000,000 authorized shares of $0.001 par value common stock. As of May 31, 2014 and 2013 there were 2,288,996 shares issued and outstanding. | |
Common Stock Activity, Fiscal Year Ended May 31, 2014 | |
On May 12, 2014 the Company declared a 1:30 reverse split of its common stock, which is retroactively reflected in the financial statements. | |
Common Stock Activity, Fiscal Year Ended May 31, 2013 | |
The Company issued 30,556 shares of common stock for cash of $500,000. | |
The Company issued 20,000 shares of common stock for the acquisition of mineral claims. The shares were valued at fair market value of $235,000. | |
On October 17, 2012 the Company entered into a Share Issuance Agreement with an unrelated third party entity. Pursuant to the terms of the agreement, the third party agreed to provide a financing line to the Company of no greater than $2,500,000, from which the Company can receive advances of no more than $250,000 per advance. In exchange for any advances made, the Company agrees to issue shares of its common stock. The number of shares to be issued shall be based upon a ten percent discount to the average of the closing trading prices of the five day period immediately prior to issuance. As of May 31, 2014 no advances have been received by the Company. | |
On October 19, 2012 the Company cancelled 266,667 shares of common stock held by a director of the Company who is a related party. |
Stock_Options_And_Warrants
Stock Options And Warrants | 12 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Stock Options and Warrants | ' | ||||||||||||||||
NOTE 7 – STOCK OPTIONS AND WARRANTS | |||||||||||||||||
The Company utilizes the Black-Scholes option-pricing model for calculating the fair value of the options granted as defined by ASC Topic 718, which is an acceptable valuation approach under ASC 718. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock. | |||||||||||||||||
Projected data related to the expected volatility and expected life of stock options is based upon historical and other information, and notably, the Company's common stock has limited trading history. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, the existing valuation models do not provide a precise measure of the fair value of the Company's employee stock options. | |||||||||||||||||
On October 25, 2010 the Company issued 11,872 units consisting of one share of common stock and one warrant for cash at $0.63 per share. The attached warrants are exercisable for two years from issuance and have an exercise price of $0.85 per share for one year from issuance which increased to $1.05 in the second year. The Company used the Black-Scholes option pricing model to value the warrants based on the terms of the warrant, a volatility of 350 percent, risk free rate of 0.37 percent, and a stock price and issuance of $0.63. Based on this calculation, the Company determined that the relative fair value of the warrants is $136,699 and allocated this amount of the additional paid-in capital to the warrants. These warrants expired during the year ended May 31, 2013. | |||||||||||||||||
A summary of all warrants outstanding and exercisable as of May 31, 2014 and changes during the year then ended is set forth below: | |||||||||||||||||
Options | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding at the beginning of period | — | $ | — | — | $ | — | |||||||||||
Granted | — | — | — | — | |||||||||||||
Expired | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Forfeited | — | — | — | — | |||||||||||||
Outstanding at the end of Period | — | — | — | — | |||||||||||||
Exercisable at the end of Period | — | $ | — | — | $ | — | |||||||||||
A summary of all employee options outstanding and exercisable under the plan as of May 31, 2013 and changes during the year then ended is set forth below: | |||||||||||||||||
Options | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding at the beginning of period | 11,872 | $ | 0.38 | 0.4 | $ | 136,699 | |||||||||||
Granted | — | — | — | — | |||||||||||||
Expired | 11,872 | — | — | — | |||||||||||||
Forfeited | — | — | — | — | |||||||||||||
Outstanding at the end of Period | — | — | — | — | |||||||||||||
Exercisable at the end of Period | — | $ | — | — | $ | — |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
NOTE 8 – INCOME TAXES | |||||||||
The Company follows ASC 740, under which deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. | |||||||||
The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows: | |||||||||
Income tax benefit attributable to: | 31-May-14 | 31-May-13 | |||||||
Net operating loss | $ | (288,030 | ) | $ | (176,577 | ) | |||
Depreciation and amortization | 184 | 275 | |||||||
Impairment expense | 198,159 | 58,265 | |||||||
Change in valuation allowance | 89,687 | 118,037 | |||||||
Net refundable amount | $ | — | $ | — | |||||
The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows: | |||||||||
Deferred tax asset attributable to: | 31-May-14 | 31-May-13 | |||||||
Net operating loss carryover | $ | (944,652 | ) | $ | (656,622 | ) | |||
Stock issued for services | 231,540 | 231,540 | |||||||
Depreciation and amortization | 826 | 642 | |||||||
Impairment expense | 298,074 | 99,915 | |||||||
Valuation allowance | 414,212 | 324,525 | |||||||
Net deferred tax asset | $ | — | $ | — |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
31-May-14 | |
Debt Disclosure [Abstract] | ' |
Convertible Notes Payable | ' |
NOTE 9 – CONVERTIBLE NOTE PAYABLE | |
On January 10, 2014 the Company borrowed $25,000 in the form of a convertible note payable. The note bears interest at 5 percent per annum with principal and interest due in full on January 10, 2015. The note is convertible into shares of the Company’s common stock at a conversion price of $0.016. The Company analyzed the convertible debt for a beneficial conversion feature under ASC 470-20 on the date of the note and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial conversion feature was determined to be $1,407 and was recorded as debt discount. During the year ended May 31, 2014, debt discount of $543 was amortized, leaving $863 of unamortized debt discount at May 31, 2014. |
Fourth_Quarter_Adjustments
Fourth Quarter Adjustments | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Fourth Quarter Adjustments | ' | ||||||||||||
NOTE 10 – FOURTH QUARTER ADJUSTMENTS | |||||||||||||
The following relates to adjustments to the February 28, 2014 stated quarter. | |||||||||||||
The adjustment relates to the January 10, 2014 $25,000 convertible note addition. Whereas the Company had reported a derivative liability of $15,640 and a gain on derivative of $4,931 on their February 28, 2014 quarterly financial statements, the Company should have recorded a beneficial conversion feature of $1,407 related to the $25,000 convertible note and its fixed conversion price of $0.016. | |||||||||||||
Nine months ended February 28, 2014 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
Other income (expense): | |||||||||||||
Gain (loss) on derivative | $ | 4,931 | $ | (4,931 | ) | $ | -0- | ||||||
Amortization of debt discount | (2,762 | ) | 2,573 | (189 | ) | ||||||||
Total other expense | 1,985 | (2,358 | ) | (189 | ) | ||||||||
Net loss | $ | (790,523 | ) | $ | (2,358 | ) | $ | (792,881 | ) | ||||
Net loss per share: | |||||||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
Weighted average common shares outstanding: | |||||||||||||
Basic and diluted | 68,669,881 | 68,669,881 | |||||||||||
28-Feb-14 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||
Convertible debt discount | $ | (17,809 | ) | $ | 16,592 | $ | (1,217 | ) | |||||
Derivative liability | 15,640 | (15,640 | ) | -0- | |||||||||
Total liabilities | 52,700 | 952 | 53,652 | ||||||||||
Stockholders’ deficit | |||||||||||||
Retained earnings (deficit) | (2,721,764 | ) | (2,358 | ) | (2,724,122 | ) | |||||||
Additional paid-in capital | 2,616,805 | 1,406 | 2,618,211 | ||||||||||
Total stockholders’ deficit | (35,555 | ) | (952 | ) | (36,507 | ) | |||||||
Total liabilities and stockholders’ deficit | $ | 17,145 | $ | — | $ | 17,145 | |||||||
Nine months ended February28, 2014 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
OPERATING ACTIVITIES | |||||||||||||
Net loss | $ | (790,523 | ) | $ | (2,358 | ) | $ | (792,881 | ) | ||||
Adjustments to reconcile net loss to net cash | |||||||||||||
used by operating activities: | |||||||||||||
Amortization of discount on notes payable | 2,762 | (2,573 | ) | 189 | |||||||||
Gain/loss on derivative liabilities | (4,931 | ) | 4,931 | -0- | |||||||||
Net Cash Used by Operating Activities | $ | (189,057 | ) | $ | — | $ | (189,057 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 11 – SUBSEQUENT EVENTS | |
In accordance with ASC 855 Company management reviewed all material events through filing of these financial statements and there are no material subsequent events to report. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
31-May-14 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The Company has elected a May 31 fiscal year end. | |
Use of Estimates | ' |
Use of Estimates | |
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |
Impairment or Disposal of Long Lived Assets | ' |
Impairment or Disposal of Long Lived Assets | |
In August 2001, ASC Topic, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. It clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | |
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Mineral Property Acquisition Costs | ' |
Mineral Property Acquisition Costs | |
The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. | |
Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. | |
The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company's ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values. | |
The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows. | |
Exploration and Development Costs | ' |
Exploration and Development Costs | |
Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven (measured) and probable (indicated) reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off. | |
Impairment of Mineral Rights | ' |
Impairment of Mineral Rights | |
The Company reviews mineral rights for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company's current business model. During the years ended May 31, 2014 and 2013, the Company recorded impairment to mineral rights of $582,820 and $171,369, respectively. | |
Asset Retirement Obligations | ' |
Asset Retirement Obligations | |
The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The adoption of this standard has had no effect on the Company's financial position or results of operations. As of May 31, 2014 any potential costs relating to the ultimate disposition of the Company's mineral property interests have not yet been determinable. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company accounts for its stock-based compensation in accordance with ASC 718 “Stock Compensation.” The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. | |
Income Taxes | ' |
Income Taxes | |
The Company has adopted the ASC 740 “Income Taxes” as of its inception. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. | |
Basic and Diluted Net Loss Per Share | ' |
Basic and Diluted Net Loss Per Share | |
The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. As of May 31, 2014 and 2013, there were 3,681,510 and -0- common stock warrants outstanding, none of which were considered “in the money” at May 31, 2014 and 2013. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements. |
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Property And Equipment Tables | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
The Company’s property and equipment consist of the following amounts as of May 31, 2014 and 2013: | |||||||||
31-May-14 | 31-May-13 | ||||||||
Computer equipment | $ | 2,428 | $ | 2,428 | |||||
Accumulated depreciation | (2,428 | ) | (1,887 | ) | |||||
Total | $ | -0- | $ | 541 |
Stock_Options_And_Warrants_Tab
Stock Options And Warrants (Tables) | 12 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Stock Options And Warrants Tables | ' | ||||||||||||||||
Schedule of Warrants and options Outstanding and Exercisable | ' | ||||||||||||||||
A summary of all warrants outstanding and exercisable as of May 31, 2014 and changes during the year then ended is set forth below: | |||||||||||||||||
Options | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding at the beginning of period | — | $ | — | — | $ | — | |||||||||||
Granted | — | — | — | — | |||||||||||||
Expired | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Forfeited | — | — | — | — | |||||||||||||
Outstanding at the end of Period | — | — | — | — | |||||||||||||
Exercisable at the end of Period | — | $ | — | — | $ | — | |||||||||||
A summary of all employee options outstanding and exercisable under the plan as of May 31, 2013 and changes during the year then ended is set forth below: | |||||||||||||||||
Options | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (Years) | |||||||||||||||||
Outstanding at the beginning of period | 11,872 | $ | 0.38 | 0.4 | $ | 136,699 | |||||||||||
Granted | — | — | — | — | |||||||||||||
Expired | 11,872 | — | — | — | |||||||||||||
Forfeited | — | — | — | — | |||||||||||||
Outstanding at the end of Period | — | — | — | — | |||||||||||||
Exercisable at the end of Period | — | $ | — | — | $ | — |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Income Taxes Tables | ' | ||||||||
Schedule of Income Tax Benefit Reconciliation | ' | ||||||||
The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows: | |||||||||
Income tax benefit attributable to: | 31-May-14 | 31-May-13 | |||||||
Net operating loss | $ | (288,030 | ) | $ | (176,577 | ) | |||
Depreciation and amortization | 184 | 275 | |||||||
Impairment expense | 198,159 | 58,265 | |||||||
Change in valuation allowance | 89,687 | 118,037 | |||||||
Net refundable amount | $ | — | $ | — | |||||
Schedule of Deferred Tax Assets | ' | ||||||||
The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows: | |||||||||
Deferred tax asset attributable to: | 31-May-14 | 31-May-13 | |||||||
Net operating loss carryover | $ | (944,652 | ) | $ | (656,622 | ) | |||
Stock issued for services | 231,540 | 231,540 | |||||||
Depreciation and amortization | 826 | 642 | |||||||
Impairment expense | 298,074 | 99,915 | |||||||
Valuation allowance | 414,212 | 324,525 | |||||||
Net deferred tax asset | $ | — | $ | — |
Fourth_Quarter_Adjustments_Tab
Fourth Quarter Adjustments (Tables) | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Fourth Quarter Adjustments Tables | ' | ||||||||||||
Schedule of Adjustment Related to Previous Quarterly Financial Statement | ' | ||||||||||||
Nine months ended February 28, 2014 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
Other income (expense): | |||||||||||||
Gain (loss) on derivative | $ | 4,931 | $ | (4,931 | ) | $ | -0- | ||||||
Amortization of debt discount | (2,762 | ) | 2,573 | (189 | ) | ||||||||
Total other expense | 1,985 | (2,358 | ) | (189 | ) | ||||||||
Net loss | $ | (790,523 | ) | $ | (2,358 | ) | $ | (792,881 | ) | ||||
Net loss per share: | |||||||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
Weighted average common shares outstanding: | |||||||||||||
Basic and diluted | 68,669,881 | 68,669,881 | |||||||||||
28-Feb-14 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||
Convertible debt discount | $ | (17,809 | ) | $ | 16,592 | $ | (1,217 | ) | |||||
Derivative liability | 15,640 | (15,640 | ) | -0- | |||||||||
Total liabilities | 52,700 | 952 | 53,652 | ||||||||||
Stockholders’ deficit | |||||||||||||
Retained earnings (deficit) | (2,721,764 | ) | (2,358 | ) | (2,724,122 | ) | |||||||
Additional paid-in capital | 2,616,805 | 1,406 | 2,618,211 | ||||||||||
Total stockholders’ deficit | (35,555 | ) | (952 | ) | (36,507 | ) | |||||||
Total liabilities and stockholders’ deficit | $ | 17,145 | $ | — | $ | 17,145 | |||||||
Nine months ended February28, 2014 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
OPERATING ACTIVITIES | |||||||||||||
Net loss | $ | (790,523 | ) | $ | (2,358 | ) | $ | (792,881 | ) | ||||
Adjustments to reconcile net loss to net cash | |||||||||||||
used by operating activities: | |||||||||||||
Amortization of discount on notes payable | 2,762 | (2,573 | ) | 189 | |||||||||
Gain/loss on derivative liabilities | (4,931 | ) | 4,931 | -0- | |||||||||
Net Cash Used by Operating Activities | $ | (189,057 | ) | $ | — | $ | (189,057 | ) |
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | 31-May-14 | 31-May-13 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total | ' | $541 |
Computer Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Computer equipment | 2,428 | 2,428 |
Accumulated depreciation | 2,428 | 1,887 |
Total | ' | $541 |
Stock_Options_and_Warrants_Sch
Stock Options and Warrants (Schedule of Warrants Outstanding and Exercisable) (Details) (Employee Stock Option, USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Employee Stock Option | ' | ' |
Number Of Options | ' | ' |
Outstanding at the beginning of period | ' | 11,872 |
Granted | ' | ' |
Expired | ' | 11,872 |
Exercised | ' | ' |
Forfeited | ' | ' |
Outstanding at the end of Period | ' | ' |
Exercisable at the end of Period | ' | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding at the beginning of period | ' | $0.38 |
Granted | ' | ' |
Expired | ' | ' |
Exercised | ' | ' |
Forfeited | ' | ' |
Outstanding at the end of Period | ' | ' |
Exercisable at the end of Period | ' | ' |
Weighted Average Remaining Contractual Life | ' | ' |
Outstanding at the beginning of period | ' | '4 months 24 days |
Aggregate Intrinsic Value | ' | ' |
Outstanding at the beginning of period | ' | $136,699 |
Granted | ' | ' |
Expired | ' | ' |
Exercised | ' | ' |
Forfeited | ' | ' |
Outstanding at the end of Period | ' | ' |
Exercisable at the end of Period | ' | ' |
Income_Taxes_Schedule_of_Incom
Income Taxes (Schedule of Income Tax Benefit Reconciliation) (Details) (USD $) | 12 Months Ended | 91 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Income tax benefit attributable to: | ' | ' | ' |
Net operating loss | ($288,030) | ($176,577) | ' |
Depreciation and amortization | 184 | 275 | ' |
Impairment expense | 198,159 | 58,265 | ' |
Change in valuation allowance | 89,687 | 118,037 | ' |
Net refundable amount | ' | ' | ' |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets) (Details) (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Deferred tax asset attributable to: | ' | ' |
Net operating loss carryover | ($944,652) | ($656,622) |
Stock issued for services | 231,540 | 231,540 |
Depreciation and amortization | 826 | 642 |
Impairment expense | 298,074 | 99,915 |
Valuation allowance | 414,212 | 324,525 |
Net deferred tax asset | ' | ' |
Fourth_Quarter_Adjustments_Sta
Fourth Quarter Adjustments (Statements Of Operations) (Details) (USD $) | 7 Months Ended | 12 Months Ended | 91 Months Ended | 9 Months Ended | ||||||||
31-May-07 | 31-May-14 | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 | 31-May-09 | 31-May-08 | 31-May-14 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | |
As Reported | Adjustments | As Restated | ||||||||||
Other income (expense): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,931 | ($4,931) | $0 |
Amortization of debt discount | ' | 544 | ' | ' | ' | ' | ' | ' | 544 | -2,762 | 2,573 | -189 |
Total other expense | ' | -1,068 | ' | ' | ' | ' | ' | ' | -1,068 | 1,985 | -2,358 | -189 |
Net loss | ($5,816) | ($847,146) | ($519,285) | ($375,546) | ($658,714) | ($264,513) | ($51,056) | ($56,311) | ($2,778,387) | ($790,523) | ($2,358) | ($792,881) |
Net loss per share: Basic and diluted | ' | ($0.37) | ($0.22) | ' | ' | ' | ' | ' | ' | $0 | ' | $0 |
Weighted average common shares outstanding: Basic and diluted | ' | 2,288,996 | 2,371,482 | ' | ' | ' | ' | ' | ' | 68,669,881 | ' | 68,669,881 |
Fourth_Quarter_Adjustments_Bal
Fourth Quarter Adjustments (Balance Sheet) (Details) (USD $) | 31-May-14 | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 | 31-May-09 | 31-May-08 | 31-May-07 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 |
As Reported | Adjustments | As Restated | |||||||||
LIABILITIES AND STOCKHOLDERSb EQUITY | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt discount | ($863) | ' | ' | ' | ' | ' | ' | ' | ($17,809) | $16,592 | ($1,217) |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | 15,640 | -15,640 | 0 |
Total liabilities | ' | ' | ' | ' | ' | ' | ' | ' | 52,700 | 952 | 53,652 |
Stockholdersb deficit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained earnings (deficit) | -2,778,387 | -1,931,241 | ' | ' | ' | ' | ' | ' | -2,721,764 | -2,358 | -2,724,122 |
Additional paid-in capital | 2,684,593 | 2,683,186 | ' | ' | ' | ' | ' | ' | 2,616,805 | 1,406 | 2,618,211 |
Total stockholdersb deficit | -90,771 | 754,968 | 539,253 | 314,799 | 147,513 | 2,026 | -46,918 | 9,282 | -35,555 | -952 | -36,507 |
Total liabilities and stockholdersb deficit | $2,215 | $764,563 | ' | ' | ' | ' | ' | ' | $17,145 | ' | $17,145 |
Fourth_Quarter_Adjustments_Sta1
Fourth Quarter Adjustments (Statements Of Cash Flows) (Details) (USD $) | 7 Months Ended | 12 Months Ended | 91 Months Ended | 9 Months Ended | ||||||||
31-May-07 | 31-May-14 | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 | 31-May-09 | 31-May-08 | 31-May-14 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | |
As Reported | Adjustments | As Restated | ||||||||||
OPERATING ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($5,816) | ($847,146) | ($519,285) | ($375,546) | ($658,714) | ($264,513) | ($51,056) | ($56,311) | ($2,778,387) | ($790,523) | ($2,358) | ($792,881) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of discount on notes payable | ' | -544 | ' | ' | ' | ' | ' | ' | -544 | 2,762 | -2,573 | 189 |
Gain/loss on derivative liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,931 | 4,931 | 0 |
Net Cash Used by Operating Activities | ' | ($203,987) | ($310,608) | ' | ' | ' | ' | ' | ($1,160,468) | ($189,057) | ' | ($189,057) |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Narrative) (Details) (Common Stock) | 31-May-14 | 31-May-13 |
Common Stock | ' | ' |
Common stock warrants outstanding | 3,681,510 | 0 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Oct. 17, 2012 | 12-May-14 | 31-May-13 | Oct. 19, 2012 | |
Share Issuance Agreement - Unrelated Third Party Entity | Common Stock | Common Stock | Common Stock | |
Director - Related Party | ||||
Common stock reverse stock split | ' | ' | ' | ' |
1:30 reverse split of its common stock, which is retroactively reflected in the financial statements. | ||||
Share issuance agreement description | ' | ' | ' | ' |
On October 17, 2012 the Company entered into a Share Issuance Agreement with an unrelated third party entity. Pursuant to the terms of the agreement, the third party agreed to provide a financing line to the Company of no greater than $2,500,000, from which the Company can receive advances of no more than $250,000 per advance. In exchange for any advances made, the Company agrees to issue shares of its common stock. The number of shares to be issued shall be based upon a ten percent discount to the average of the closing trading prices of the five day period immediately prior to issuance. As of May 31, 2014 no advances have been received by the Company. | ||||
Shares cancelled during the period | ' | ' | -266,667 | 266,667 |
Stock_Options_and_Warrants_Nar
Stock Options and Warrants (Narrative) (Details) (USD $) | 0 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Oct. 25, 2010 | 31-May-07 | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 | 31-May-09 | |
Stock and warrants issued, price per share | ' | ' | ' | ' | 0.63 | ' | ' |
Warrant | Employee Stock Option | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock and warrants | 11,872 | ' | ' | ' | ' | ' | ' |
Warrants terms | ' | ' | ' | ' | ' | ' | ' |
The attached warrants are exercisable for two years from issuance and have an exercise price of $0.85 per share for one year from issuance which increased to $1.05 in the second year. | |||||||
Fair Value Assumptions - Black Scholes Model | ' | ' | ' | ' | ' | ' | ' |
Option pricing model | 'Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' |
Volatility rate | 350.00% | ' | ' | ' | ' | ' | ' |
Risk-free rate | 0.37% | ' | ' | ' | ' | ' | ' |
Fair value of the warrants | $136,699 | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' |
Stock issued during the period for cash, shares | 11,872 | 3,450,000 | 30,556 | 16,667 | 1,569 | 212,500 | 1,000,000 |
Stock and warrants issued, price per share | $0.63 | ' | ' | ' | ' | ' | ' |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) | 12 Months Ended |
31-May-14 | |
Income Taxes Narrative Details | ' |
Income tax effective rate | 34.00% |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 12 Months Ended | 91 Months Ended | 0 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | Jan. 10, 2014 | |
Convertible Notes Payable Issued on January 10, 2014 | ||||
Proceeds from convertible notes payable | $25,000 | ' | $25,000 | $25,000 |
Interest rate | ' | ' | ' | 5.00% |
Convertible notes due date | ' | ' | ' | 10-Jan-15 |
Debt instrument conversion price | ' | ' | ' | $0.02 |
Intrinsic value of the beneficial conversion feature | $1,407 | ' | $1,407 | $1,407 |
Convertible notes issuance date | ' | ' | ' | 10-Jan-14 |