Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2017 | Jun. 02, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Mantra Venture Group Ltd. | |
Entity Central Index Key | 1,413,891 | |
Trading Symbol | mvtg | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 274,998,800 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Current assets | ||
Cash | $ 1,119 | |
Accounts receivable | 3,417 | 7,358 |
Prepaid expenses and deposits | 1,056 | 4,789 |
Total current assets | 4,473 | 13,266 |
Deposit | 8,000 | |
Restricted cash | 14,519 | |
Property and equipment, net | 51,852 | 72,627 |
Intangible assets, net | 59,060 | 62,615 |
Total assets | 115,385 | 171,027 |
Current liabilities | ||
Checks issued in excess of funds on deposit | 7 | |
Accounts payable and accrued liabilities | 930,290 | 836,982 |
Due to related parties | 236,579 | 154,560 |
Loans payable | 221,888 | 199,108 |
Obligations under capital lease | (5,370) | 8,123 |
Convertible debentures (net of discount of $128,347 and $330,123 in 2017 and 2016, respectively) | 868,611 | 668,921 |
Derivative liability | 1,160,791 | 978,245 |
Total current liabilities | 3,423,536 | 2,845,939 |
Obligations under capital lease | 0 | 3,308 |
Total liabilities | 3,423,536 | 2,849,247 |
Mantra Venture Group Ltd. stockholders' deficit | ||
Preferred stock, Authorized: 20,000,000 shares, par value $0.00001 Issued and outstanding: Nil shares | ||
Common stock, Authorized: 275,000,000 shares, par value $0.00001 Issued and outstanding: 119,332,805 shares as of February 28, 2017 (88,559,024 shares as of May 31, 2016) | 1,193 | 886 |
Additional paid-in capital | 11,611,360 | 11,163,514 |
Common stock subscribed | 115,367 | 99,742 |
Accumulated deficit | (14,785,181) | (13,706,088) |
Total Mantra Venture Group Ltd. stockholders' deficit | (3,057,261) | (2,441,946) |
Non-controlling interest | (250,890) | (236,274) |
Total stockholders' deficit | (3,308,151) | (2,678,220) |
Total liabilities and stockholders' deficit | $ 115,385 | $ 171,027 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible debentures net of discount | $ 128,347 | $ 330,123 |
Preferred Stock, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 119,332,805 | 88,559,024 |
Common stock, shares outstanding | 119,332,805 | 88,559,024 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 30,299 | $ 81,067 | ||
Cost of goods sold | ||||
Gross profit | 30,299 | 81,067 | ||
Operating expenses | ||||
Consulting and advisory | 123,578 | 35,751 | 168,578 | 182,344 |
Depreciation and amortization | 8,404 | 8,237 | 24,329 | 19,462 |
Foreign exchange loss (gain) | 12,093 | (3,767) | (6,231) | (4,226) |
General and administrative | 9,258 | 37,775 | 53,056 | 193,875 |
Management fees | 45,178 | 35,335 | 136,666 | 153,773 |
Professional fees | (1,664) | 18,304 | 35,007 | 118,378 |
Research and development | (1,000) | 13,192 | 23,974 | 106,094 |
Total operating expenses | 195,847 | 144,827 | 435,379 | 769,700 |
Loss from operations | (195,847) | (114,528) | (435,379) | (688,633) |
Other income (expense) | ||||
Loss on settlement of debt | (19,418) | (24,000) | ||
Accretion of discounts on convertible debentures | (60,374) | (42,017) | (379,114) | (360,724) |
Gain (loss) on change in fair value of derivatives | 1,231,317 | (119,190) | (148,280) | (210,615) |
Interest expense | (48,398) | (18,981) | (111,518) | (76,676) |
Total other income (expense) | 1,122,545 | (180,188) | (658,330) | (672,015) |
Net income (loss) for the period | 926,698 | (294,716) | (1,093,709) | (1,360,648) |
Add: net loss attributable to the non-controlling interest | 4,866 | 3,756 | 14,616 | 32,902 |
Net income (loss) attributable to Mantra Venture Group Ltd. | $ 931,564 | $ (290,960) | $ (1,079,093) | $ (1,327,746) |
Net income (loss) per share attributable to Mantra Venture Group Ltd. common shareholders: | ||||
Basic | $ 0.01 | $ 0 | $ (0.01) | $ (0.02) |
Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.02) |
Weighted average number of shares outstanding used in the calculation of net loss attributable to Mantra Venture Group Ltd. per common share: | ||||
Basic | 116,454,010 | 80,407,995 | 102,822,723 | 75,562,065 |
Diluted | 606,601,337 | 80,407,995 | 102,822,723 | 75,562,065 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Operating activities | ||
Net loss | $ (1,093,709) | $ (1,360,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on change in fair value of derivative liability | (31,805) | (199,277) |
Amortization of finance costs | 16,017 | |
Accretion of discounts on convertible debentures | 379,114 | 360,724 |
Depreciation and amortization | 24,329 | 19,462 |
Foreign exchange loss (gain) | 4,366 | (7,458) |
Initial derivative expenses | 180,096 | 409,892 |
Shares issued for services | 47,025 | 30,001 |
Interest related to cash redemption premium on convertible notes | 32,651 | |
Stock-based compensation on options and warrants | 11,042 | |
Loss on settlement of debt | 19,418 | 24,000 |
Changes in operating assets and liabilities: | ||
Amounts receivable | 3,941 | 18,465 |
Prepaid expenses and deposits | 11,733 | 121,357 |
Accounts payable and accrued liabilities | 153,607 | 182,654 |
Due to related parties | 82,019 | 3,147 |
Net cash used in operating activities | (187,215) | (370,622) |
Investing activities | ||
Purchase of property and equipment | (4,587) | |
Investment in intangible assets | (12,161) | |
Net cash used in investing activities | (16,748) | |
Financing activities | ||
Repayment of capital lease obligations | (7,025) | (5,487) |
Repayment of loan payable | (50,000) | |
Proceeds from notes payable | 38,275 | 55,961 |
Proceeds from issuance of convertible debentures | 149,839 | 367,000 |
Checks issued in excess of funds on deposit | 7 | |
Proceeds from issuance of common stock and subscriptions received | 5,000 | 15,000 |
Net cash provided by financing activities | 186,096 | 382,474 |
Change in cash | (1,119) | (4,896) |
Cash, beginning of period | 1,119 | 7,446 |
Cash, end of period | 2,550 | |
Non-cash investing and financing activities: | ||
Common stock issued to relieve common stock subscribed | 25,000 | |
Common stock issued to settle accounts payable and debt | 39,277 | 24,000 |
Common stock issued for conversion of notes payable | 388,572 | 477,939 |
Original issue discounts | 24,999 | 26,087 |
Debt issuance costs | 13,000 | |
Original debt discount against derivative liability | 149,839 | 389,755 |
Supplemental disclosures: | ||
Interest paid | 657 | 9,859 |
Income taxes paid |
Organization and Going Concern
Organization and Going Concern | 9 Months Ended |
Feb. 28, 2017 | |
Organization and Going Concern [Abstract] | |
Organization and Going Concern | 1. Organization and Going Concern Mantra Venture Group Ltd. (the “Company”) was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, the Company continued its corporate jurisdiction out of the State of Nevada and into the province of British Columbia, Canada. The Company is in the business of developing and providing energy alternatives. The Company also provides marketing and graphic design services to help companies optimize their environmental awareness presence through the eyes of government, industry and the general public. The accompanying unaudited consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2016. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. These unaudited consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has yet to acquire commercially exploitable energy related technology, and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As at February 28, 2017, the Company has an accumulated loss of $14,785,181, and a working capital deficit of $3,459,688. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2017 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies a. Basis of Presentation/Principles of Consolidation These unaudited consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.55% owned and Mantra Energy Alternatives Ltd., which is 88.21% owned. All inter- company balances and transactions have been eliminated. b. Loss Per Share The Company computes loss per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti- dilutive. As at February 28, 2017, the Company had 490,147,327 (November 30, 2015 – 34,949,950) dilutive potential shares outstanding. c. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Feb. 28, 2017 | |
Restricted Cash [Abstract] | |
Restricted Cash | 3. Restricted Cash Restricted cash represents cash pledged as security for the Company’s credit cards. At February 28, 2017, the Company no longer pledged cash as security as the credit cards have been surrendered. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Feb. 28, 2017 | |
Property and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Cost Accumulated depreciation February 28, May 31, Furniture and equipment 2,496 1,332 1,164 1,539 Computer 5,341 5,341 – – Research equipment 143,129 99,874 43,255 56,655 Vehicles under capital lease 72,690 65,257 7,433 14,433 223,656 171,804 51,852 72,627 During the nine months ended February 28, 2017 and February 29, 2016, the Company recorded $20,774 and $16,524, respectively, of amortization expense. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Feb. 28, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5. Intangible Assets Cost Accumulated amortization February 28, May 31, Patents 70,789 11,729 59,060 62,615 During the nine months ended February 28, 2017 and February 29, 2016, the Company recorded $3,555 and $2,938, respectively, of amortization expense. Estimated Future Amortization Expense: For year ending May 31, 2017 $ 1,183 For year ending May 31, 2018 $ 4,738 For year ending May 31, 2019 $ 4,738 For year ending May 31, 2020 $ 4,738 For year ending May 31, 2021 $ 4,738 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Feb. 28, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions a) During the nine months ended February 28, 2017 and February 29, 2016, the Company incurred management fees of $102,500 and $98,053, respectively, to the President of the Company. b) During the nine months ended February 28, 2017 and February 29, 2016, the Company incurred management fees of $34,166 and $34,735, respectively, to the spouse of the President of the Company. c) During the nine months ended February 28, 2017 and February 29, 2016, the Company incurred research and development fees of $0 and $28,920, respectively, to a director of the Company. d) During the nine months ended February 28, 2017 and February 29, 2016, the Company recorded $0 and $20,985, respectively, of management fees for the vesting of options previously granted to officers and directors. e) As at February 28, 2017 and May 31, 2016, the Company owes a total of $218,972 and $136,723, respectively, to the President of the Company and his spouse, and a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand. f) As at February 28, 2017 and May 31, 2016, the Company owes $17,607 and $17,837, respectively, to an officer and a director of the Company, which is non-interest bearing, unsecured, and due on demand. |
Loans Payable
Loans Payable | 9 Months Ended |
Feb. 28, 2017 | |
Loans Payable/Convertible Debentures [Abstract] | |
Loans Payable | 7. Loans Payable (a) As at February 28, 2017 and May 31, 2016, the amount of $47,662 (Cdn$63,300) and $48,285 (Cdn$63,300), respectively, is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (b) As at February 28, 2017 and May 31, 2016, the amount of $17,500 and $17,500, respectively, is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (c) As at February 28, 2017 and May 31, 2016, the amount of $15,000 and $15,000, respectively, is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. On November 15, 2016, the Company entered into a debt settlement agreement, and amended on March 13, 2017, to settle the amount owed in exchange for 6,000,000 common shares. The shares were issued on March 8, 2017. (d) As at February 28, 2017 and May 31, 2016, the amount of $0 (Cdn$0) and $14,413 (Cdn$18,895), respectively, was owed to a non-related party, which is non-interest bearing, unsecured, and due on demand. On October 3, 2016, the Company issued 4,413,181 shares of common stock upon the conversion of the note payable of $14,406 (CAD - $18,895) and $735 (CAD - $964) of accrued interest. (e) As at February 28, 2017 and May 31, 2016, the amounts of $7,500 and $27,859 (Cdn$37,000) and $7,500 and $28,224 (Cdn$37,000), respectively, are owed to a non-related party which are non-interest bearing, unsecured, and due on demand. (f) As at February 28, 2017 and May 31, 2016, the amount of $4,490 and $4,490, respectively, is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (g) As at February 28, 2017 and May 31, 2016, the amounts of $13,603 (Cdn$18,066) and $13,696 (Cdn$18,066)), respectively, was advanced by a non-related party. The amount owing is non-interest bearing, unsecured, and due on demand. (h) In March 2012, the Company received $50,000 for the subscription of 10,000,000 shares of the Company’s common stock. During the year ended May 31, 2013, the Company and the subscriber agreed that the shares would not be issued and that the subscription would be returned. The subscription has been reclassified as a non-interest bearing demand loan until the funds are refunded to the subscriber. (i) On August 4, 2015, the Company borrowed $50,000 pursuant to a promissory note. The note was due on September 4, 2015. The note bears interest at 120% per annum prior September 4, 2015, and at 180% per annum after September 4, 2015. The holder of the note was also granted the rights to buy 100,000 shares of the Company’s common stock at a price of $0.15 per share until August 4, 2017. During the year ended May 31, 2016, the Company repaid the $50,000 note and $1,200 of accrued interest remains owing. (j) The rights issued with the note qualified for derivative accounting under ASC 815-15 “ Derivatives and Hedging (k) As at February 28, 2017 and May 31, 2016, the amounts of $10,000 and $28,274 (Cdn$37,550) and $0, respectively, are owed to non-related parties which are non-interest bearing, unsecured, and due on demand. |
Obligations Under Capital Lease
Obligations Under Capital Lease | 9 Months Ended |
Feb. 28, 2017 | |
Obligations Under Capital Lease [Abstract] | |
Obligations Under Capital Lease | 8. Obligations Under Capital Lease On July 31, 2012 and December 21, 2012, the Company entered into two agreements to lease two vehicles for three years each. In August 2015, the July 31, 2012 lease was renewed for an additional two years and on December 28, 2015, the December 21, 2012 lease was also renewed for an additional two years. The vehicle leases are classified as a capital leases. The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of February 28, 2017: Year ending May 31: ($) 2017 2,266 2018 3,399 Net minimum lease payments 5,665 Less: amount representing interest payments (295 ) Present value of net minimum lease payments 5,370 Less: current portion (5,370 ) Long-term portion – At the end of the leases, the Company has the option to purchase the two vehicles for $1 each. |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
Feb. 28, 2017 | |
Loans Payable/Convertible Debentures [Abstract] | |
Convertible Debentures | 9. Convertible Debentures (a) In October 2008, the Company issued three convertible debentures for total proceeds of $250,000 which bear interest at 10% per annum, are unsecured, and due one year from date of issuance. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option into 625,000 shares of the Company’s common stock at a price of $0.40 per share. The Company also issued 250,000 detachable, non-transferable share purchase warrants. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock for a period of two years from the date of issuance at an exercise price of $0.50 per share. In accordance with ASC 470-20, “ Debt with Conversion and Other Options In accordance with ASC 470-20, the Company allocated the proceeds of issuance between the convertible debt and the detachable share purchase warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the share purchase warrants of $45,930 as additional paid-in capital and an equivalent discount against the convertible debentures. The Company had recorded accretion expense of $45,930, increasing the carrying value of the convertible debentures to $250,000. On January 19, 2012, the Company entered into a settlement agreement with one of the debenture holders to settle a $50,000 convertible debenture and $122,535 in accounts payable and accrued interest with the debt holder. Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter. On July 18, 2012, the Company entered into a settlement agreement with the $150,000 debenture holder. Pursuant to the settlement agreement, the lender agreed to extend the due date until April 11, 2013 and the Company agreed to pay $43,890 of accrued interest within five days of the agreement (paid), pay the accruing interest on a monthly basis (paid), and pay a $10,000 premium in addition to the $150,000 principal outstanding on April 11, 2013. On April 29, 2013, the Company entered into an amended settlement agreement whereby the lender agreed to extend the due date to September 15, 2013 and the Company agreed to pay $6,836 of interest for the period from April 1 to September 15, 2013 upon execution of the agreement (paid) and granted the lender 100,000 stock options exercisable at $0.12 per share for a period of two years. On November 15, 2013, the Company entered into a second settlement agreement amendment. Pursuant to the second amendment, on November 15, 2013, the Company agreed to pay interest of $4,438 (paid) and commencing February 1, 2014, the Company would make monthly payments of $10,000 on the outstanding principal and interest. On December 4, 2015, the holder of the convertible debenture entered into an agreement to sell and assign the remaining outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. The Company evaluated the modifications and determined that the creditor did not grant a concession. In addition, as the present value of the amended future cash flows had a difference of less than 10% of the cash flows of the original debt, it was determined that the original and new debt instruments are not substantially different. As a result, the modification was not treated as an extinguishment of the debt and no gain or loss was recognized because the fair value of the old debt and new debt remained the same. The Company recorded the fair value of $12,901 for the stock options as additional paid-in capital and a discount. During the year ended May 31, 2014, the Company repaid $40,000 of the debenture. As at May 31, 2014 the Company had accreted $12,901 of the discount bring the carrying value of the convertible debenture to $114,661. During the year ended May 31, 2015, the Company repaid $54,808 decreasing the carrying value to $59,853. At February 28, 2017, the other remaining debenture of $59,853 remained outstanding and past due. (b) On August 19, 2013, the Company issued a convertible debenture for total proceeds of $10,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $10,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $10,000. As at February 28, 2017, the carrying value of the convertible promissory note was $10,000 and the note remained outstanding and in default. (c) On September 11, 2013 and October 18, 2013, the Company issued two convertible debentures for total proceeds of $152,000, which bore interest at 10% per annum, were unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest could be converted at the holders’ option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $152,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value was accreted over the term of the convertible debentures up to their face value of $152,000. On September 30, 2016, the Company issued 4,920,400 shares of common stock upon the conversion of the two convertible notes of $58,000 and $94,000 and $44,816 of accrued interest. (d) On December 27, 2013, the Company issued three convertible debentures for total proceeds of $15,000, which bear interest at 10% per annum, are unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion features of $15,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $15,000. As at February 28, 2017, the carrying value of the convertible promissory note was $15,000 and the note remained outstanding and in default. On April 1, 2017, the Company issued an aggregate of 295,800 shares of common stock upon the conversion of two of the convertible debentures, totaling $10,000, and $1,832 of accrued interest. (e) On February 4, 2014, the Company issued a convertible debenture for total proceeds of $15,000, which bears interest at 10% per annum, is unsecured, and due two years from date of issuance. The unpaid amount of principal and accrued interest can be converted at the holder’s option into shares of the Company’s common stock at $0.04 per share at any time after the first anniversary of the notes. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $15,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $15,000. As at February 28, 2017, the carrying value of the convertible promissory note was $15,000 and the note remained outstanding and in default. (f) On June 1, 2015, the Company issued a convertible note in the principal amount of $100,000 due on demand on or after December 1, 2015. The note has a cash redemption premium of 130% of the principal amount in the first 90 days following the execution date, of 135% for days 90-120 following the execution date, and 140% after the 120th day. After 140 days cash redemption is only available upon approval by the holder. The note bears interest at 12% per annum and is convertible into common shares of the Company at the lower of a 42% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 42% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. In no event shall the conversion price be lower than $0.00001. On December 4, 2015, the holder of the convertible debenture entered into an agreement to sell and assign the remaining outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. On October 5, 2016, the holder of the convertible debentures entered into an agreement to sell and assign the remaining outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. At February 28, 2017, $45,000 of the note had been assigned to the third party. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $310,266 resulted in a discount to the note payable of $100,000 and the recognition of a loss on derivatives of $210,266. During the year ended May 31, 2016, the Company issued 6,303,475 shares of common stock upon the conversion of $45,000 of principal. During the year ended May 31, 2016, the Company recorded accretion of $100,000 and recorded the cash redemption premium of $26,250 increasing the carrying value of the note to $81,250. During the nine months ended February 28, 2017, the Company issued 18,440,200 shares of common stock upon the conversion of $60,075 of principal. During the nine months ended February 28, 2017, the Company recorded a default fee of $10,276 increasing the carrying value of the note to $31,451 and the note remained outstanding and past due. (g) On September 8, 2015, the Company issued a convertible note in the principal amount of $326,087. During the year ended May 31, 2016, the Company received the initial tranches of $280,000 net of a $26,087 original issue discount. The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $479,626 resulted in a discount to the note payable of $280,000 and the recognition of a loss on derivatives of $204,626. During the year ended May 31, 2016, the Company recorded accretion of $120,175 and recorded a default fee of $76,522 increasing the carrying value of the note to $190,696. During the nine months ended February 28, 2017, the Company recorded accretion of $185,913 increasing the carrying value of the note to $382,608. (h) On December 4, 2015, the Company issued a convertible note in the principal amount of $105,000 as an inducement to the holder of the convertible notes described in Note 9(g), to enter into an agreement to sell and assign the remaining outstanding principal to a third party. The note included a $10,000 original issue discount. The note bears interest at 10% per annum and is convertible into common shares of the Company at a 52% discount to the lowest trading price during the previous 30 trading days to the date of conversion; or a 52% discount to the lowest trading price during the previous 30 trading days before the date the note was executed. On October 5, 2016, the holder of the convertible debentures entered into an agreement to sell and assign the remaining outstanding principal to a third party. The Company approved and is bound by the assignment and sale agreement. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $216,108 resulted in a discount to the note payable of $95,000 and the recognition of a loss on derivatives of $111,108. During the year ended May 31, 2016, the Company recorded accretion of $82,560 and recorded a default of fee of $26,250 increasing the carrying value of the note to $48,690. During the nine months ended February 28, 2017, the recorded accretion of $82,560 increasing the carrying value of the note to $131,250. (i) On March 10, 2016, the Company issued a convertible note in the principal amount of up to $166,666. During the year ended May 31, 2016, the Company received initial tranches of $65,000 net of a $16,666 original issue discount. The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $218,785 resulted in a discount to the note payable of $81,666 and the recognition of a loss on derivatives of $158,785. During the year ended May 31, 2016, the Company recorded accretion of $20,015, and recorded a default fee of $20,417 increasing the carrying value of the note to $40,432. During the nine months ended February 28, 2017, the Company received additional tranches of $107,339. The initial fair value of the conversion feature of $208,033 resulted in a discount to the note payable of $107,339 and the recognition of a loss on derivatives of $100,694. During the nine months ended February 28, 2017, the Company recorded accretion of $96,783, and recorded a default fee of $22,375 increasing the carrying value of the note to $159,590. (j) On October 11, 2016, the Company issued a convertible note in the principal amount of up to $249,999. The Company received initial tranches of $42,500 net of a $24,999 original issue discount and $2,500 of financing fees. The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $121,902 resulted in a discount to the note payable of $45,000 and the recognition of a loss on derivatives of $76,902. During the nine months ended February 28, 2017, the Company recorded accretion of $13,859, increasing the carrying value of the note to $13,859. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Feb. 28, 2017 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 10. Derivative Liabilities The embedded conversion option of the convertible debenture described in Note 9(f) contains a conversion feature that qualifies for embedded derivative classification. The fair value of the liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. Upon the issuance of the convertible note payable described in Note 9(f), the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company’s previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election, including the convertible note described in Notes 9(f), 9(g), 9(i) and 9(j), and the rights described in Note 7(i) would qualify for treatment as derivative liabilities. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. During the nine months ended February 28, 2017, the Company reclassified 350,000 options exercisable at $0.03 until March 16, 2017 with a fair value of $2,350 and 2,000,000 warrants exercisable at $0.03 until August 29, 2018 with a fair value of $13,745 that qualified for treatment as derivative liabilities. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities. February 28, May 31, Balance at the beginning of period $ 978,245 $ 353,668 Original discount limited to proceeds of notes $ 152,339 $ 541,755 Fair value of derivative liabilities in excess of notes proceeds received $ 177,596 $ 692,785 Reclassification of instruments previously classified as equity $ 16,095 $ – Conversion of derivative liability $ (131,679 ) $ (414,246 ) Change in fair value of embedded conversion option $ (31,805 ) $ (195,717 ) Balance at the end of the period $ 1,160,791 $ 978,245 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Markets), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life At issuance 134-253% 0.07-1.11% 0 % 0.50-2.00 At February 28, 2017 192-289% 0.40-0.88% 0 % 0.03-1.50 |
Common Stock
Common Stock | 9 Months Ended |
Feb. 28, 2017 | |
Common Stock [Abstract] | |
Common Stock | 11. Common Stock (a) As at May 31, 2016 and 2015, the Company had received proceeds of $2,080 at $0.08 per unit for subscriptions for 26,000 units. Each unit consisted of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant is exercisable at $0.20 per common share for a period of two years or five business days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.40 per share for seven consecutive trading days. (b) As at May 31, 2016 and 2015 the Company’s subsidiary, Mantra Energy Alternatives Ltd., had received subscriptions for 67,000 shares of common stock at Cdn$1.00 per share for proceeds of $66,277 (Cdn$67,000), which is included in common stock subscribed, net of the non-controlling interest portion of $7,231. (c) As at May 31, 2016 and 2015, the Company’s subsidiary, Climate ESCO Ltd., had received subscriptions for 210,000 shares of common stock at $0.10 per share for proceeds of $21,000, which is included in common stock subscribed, net of the non-controlling interest portion of $7,384. (d) On February 2, 2016, the Company revised its authorized share capital to increase the number of authorized common shares from 100,000,000 common shares with a par value of $0.00001, to 275,000,000 common shares with a par value of $0.00001. Stock transactions during the nine months ended February 28, 2017: (a) On July 1, 2016, the Company issued 2,368,322 shares of common stock upon the conversion of $15,000 of principal of the convertible note described in Note 9(f). (b) On August 15, 2016, the Company issued 2,826,456 shares of common stock upon the conversion of $10,000 of principal of the convertible note described in Note 9(f). (c) On August 29, 2016, the Company issued 2,000,000 units at $0.015 per unit for proceeds of $30,000. Each unit consisted of one share of common stock and one share purchase warrant. Each share purchase warrant is exercisable at $0.03 per share of common stock for a period of two years or thirty calendar days after the Company’s common stock trades at least one time per day on the FINRA Over-the-Counter Bulletin Board at a price at or above $0.03 per share for five consecutive trading days. As at May 31, 2016, the Company had received proceeds of $25,000 at $0.015 per unit for subscriptions for 1,666,666 units which was included in common stock subscribed. (d) On September 19, 2016, the Company issued 4,920,400 shares of common stock upon the conversion of the two convertible notes of $58,000 and $94,000 described in Note 9(c) and $44,816 of accrued interest. (e) On September 26, 2016, the Company issued 2,780,868 shares of common stock upon the conversion of $10,000 of principal of the convertible note described in Note 9(f). (f) October 3, 2016, the Company issued 4,413,181 shares of common stock upon the conversion of the note payable of $14,406 (CAD - $18,895) described in Note 7(d) and $735 (CAD - $964) of accrued interest. The Company recorded the common shares at their fair value of $39,277 which resulted in a loss on settlement of debt of $19,418. (g) On December 5, 2016, the Company issued 5,393,560 shares of common stock upon the conversion of $15,075 of principal of the convertible note described in Note 9(f). (h) On December 9, 2016, the Company issued 1,000,000 shares pursuant to the settlement agreement described in Note 15(h). (i) On January 13, 2017, the Company issued 5,070,994 shares of common stock upon the conversion of $10,000 of principal of the convertible note described in Note 9(f). |
Share Purchase Warrants
Share Purchase Warrants | 9 Months Ended |
Feb. 28, 2017 | |
Share Purchase Warrants [Abstract] | |
Share Purchase Warrants | 12. Share Purchase Warrants The following table summarizes the continuity of share purchase warrants: Number of Weighted average exercise price Balance as of May 31, 2015 5,258,333 0.44 Issued 1,766,667 0.04 Balance as of May 31, 2016 7,025,000 0.34 Issued 333,334 0.03 Expired (650,000 ) 0.60 Balance as of February 28, 2017 6,708,334 0.30 As at February 28, 2017, the following share purchase warrants were outstanding: Number of warrants Exercise Expiry date 333,333 0.80 June 4, 2017 200,000 0.80 July 11, 2017 1,000,000 0.03 April 15, 2018 666,667 0.03 May 4, 2018 100,000 0.15 August 4, 2017 4,075,000 0.37 April 10, 2019 333,334 0.03 August 29, 2018 6,708,334 |
Stock Options
Stock Options | 9 Months Ended |
Feb. 28, 2017 | |
Stock Options [Abstract] | |
Stock Options | 13. Stock Options The following table summarizes the continuity of the Company’s stock options: Number Weighted Weighted average remaining contractual life (years) Aggregate Outstanding as of May 31, 2015 1,675,000 0.17 Granted 350,000 0.03 Expired (525,000 ) 0.20 Outstanding as of May 31, 2016 1,500,000 0.16 Expired (750,000 ) 0.20 Outstanding as of February 28, 2017 750,000 0.12 0.59 – Exercisable as of February 28, 2017 750,000 0.12 0.59 – Non-vested stock options Number of Options Weighted Average Non-vested at May 31, 2015 550,000 Granted 350,000 0.03 Expired (50,000 ) 0.20 Vested (800,000 ) 0.14 Non-vested at May 31, 2016 50,000 0.30 Expired (50,000 ) 0.30 Non-vested at February 28, 2017 – Additional information regarding stock options as of February 28, 2017 is as follows: Number of Exercise Expiry date 400,000 0.20 March 16, 2017 350,000 0.03 May 17, 2018 750,000 The Company did not grant any stock options or record any stock-based compensation for options granted during the nine month period ended February 28, 2017 or February 29, 2016. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Feb. 28, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 14. Net Income (Loss) Per Share Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended February 28, February 29, February 28, February 29, 2017 2016 2017 2016 ($) ($) ($) ($) Numerator: Net income 931,564 (290,960 ) (1,079,093 ) (1,327,746 ) Convertible note interest 25,393 - - - Adjusted diluted net income 956,957 (290,960 ) (1,079,093 ) (1,327,746 ) Denominator: Weighted average shares outstanding used in computing net income per share: Basic 116,454,010 80,407,995 102,822,723 75,562,065 Effect of dilutive stock options and convertible notes payable 490,147,327 – – – Diluted 606,601,337 80,407,995 102,822,723 75,562,065 Net income per share applicable to common stockholders: Basic 0.01 (0.00 ) (0.01 ) (0.02 ) Diluted 0.00 (0.00 ) (0.01 ) (0.02 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Feb. 28, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies (a) On September 2, 2009, the Company entered into an agreement with a company to acquire a worldwide, exclusive license for the Mixed Reactant Flow-By Fuel Cell technology. The term of the agreement is for twenty years or the expiry of the last patent licensed under the agreement, whichever is later. The Company agreed to pay the licensor the following license fees: ● an initial license fee of Cdn$10,000 payable in two installments: Cdn$5,000 upon execution of the agreement (paid) and Cdn$5,000 within thirty days of September 2, 2009 (paid); ● a further license fee of Cdn$15,000 (paid) to be paid within ninety days of September 2, 2009; and ● an annual license fee, payable annually on the anniversary of the date of the agreement as follows: September 1, 2010 Cdn$10,000 (paid) September 1, 2011 Cdn$20,000 (accrued) September 1, 2012 Cdn$30,000(accrued) September 1, 2013 Cdn$40,000 (accrued) September 1, 2014 and each successive anniversary Cdn$50,000 (accrued) The Company is to pay the licensor a royalty calculated as 2% of the gross revenue and 15% of any and all consideration directly or indirectly received by the Company from the grant of any sublicense rights. The Company will pay interest at a rate of 1% per month on any amounts past due. In addition, the Company is responsible for the timely payment of all future costs relating to patent expenses and any new or useful art, process, machine, manufacture or composition of matter arising out of any licensor improvements or joint improvements licensed under this agreement and identified by the licensor as potentially patentable. The Company must also invest a minimum of Cdn$250,000 in research and development directly associated with the technology. (b) On May 23, 2012, a former employee of the Company delivered a Notice of Application seeking judgment against the Company for approximately $55,000. The hearing of that Application took place on July 31, 2012, at which time the former employee obtained judgment in the approximate amount of $55,000. The Company did not defend the amount of the judgment and the amount is included in accounts payable, but claims a complete set-off on the basis that the former employee retains 1,000,000 shares of common stock of the Company as security for payment of the outstanding consulting fees owed to him. On August 31, 2012, the Company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company’s claim for the return of the shares cannot yet be determined. (c) On November 15, 2013, the Company entered into a second settlement agreement with the $150,000 debenture holder described in Note 9(a). Pursuant to the second amendment, on November 15, 2013, the Company agreed to make monthly payments of $10,000 on the outstanding principal and interest. Payments were made until December 2014, but have not been made after. The plaintiff is seeking relief of amounts owed along with 10% interest per annum, from the date of judgments. All amounts are recorded in these financial statements. (d) On September 3, 2015, a former prospective employee of the Company delivered a Notice of Claim seeking judgment against the Company for approximately $11,400. The Company believes the claim is without merit and intends to defend itself. (e) On March 14, 2016, the Company entered into a consulting agreement. Pursuant to the agreement, the Company will pay the consultant $10,000 per month ($20,000 paid) and issue 550,000 shares per month for a period of three months. At May 31, 2016, the Company had not issued the shares to the consultant due to non-performance. (f) On July 15, 2016, the Company entered into an agreement to lease office space for $430 ($564CAD) per month until June 30, 2017. (g) On September 10, 2016, the Company entered into a debt settlement agreement to settle $7,500 of amounts owed for services in exchange for 2,000,000 common shares. The Company has not yet issued the shares. The Company will record the debt settlement upon the issuance of shares. (h) On August 22, 2016, the Company entered into a consulting agreement for the provision of consulting services until November 22, 2016. Pursuant to the agreement the Company will pay the consultant $5,000 per month and issue 2,000,000 shares of common stock to the consultant. On December 7, 2016, the Company entered into a settlement agreement. Pursuant to the agreement, the Company agreed to issue the consultant 1,000,000 common shares in exchange for fully releasing and discharging the Company of any and all further obligations. (i) On January 7, 2017, the Company entered into a consulting agreement for the provision of consulting services until July 7, 2017. Pursuant to the agreement the Company will pay the consultant $35,000 per month and upon the conclusion of the first 30-day period of the agreement, the Company shall issue 6,250,000 shares of common stock to the consultant. As of February 28, 2017, the shares have not been issued. |
Revision of Prior Year Financia
Revision of Prior Year Financial Statements | 9 Months Ended |
Feb. 28, 2017 | |
Revision of Prior Year Financial Statements [Abstract] | |
Revision of Prior Year Financial Statements | 16. Revision of Prior Year Financial Statements The Company identified an error relating to the non-recognition of the convertible note described in Note 9(i) during the year ended May 31, 2016. The effect of the error is to increase net loss by $275,295 for the year ended May 31, 2016. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements As a result of the aforementioned correction of accounting errors, the relevant annual financial statements have been restated. Effects on financials for the Year Ended May 31, 2016: May 31, 2016 Consolidated Balance Sheet As Previously Reported Adjustment As Restated Accounts payable and accrued liabilities $ 810,575 $ 26,407 $ 836,982 Convertible debentures 620,231 48,690 668,921 Derivative liability 778,047 200,198 978,245 Accumulated deficit (13,430,793 ) (275,295 ) (13,706,088 ) Total Mantra Venture Group Ltd. stockholder’s deficit (2,166,651 ) (275,295 ) (2,441,946 ) Total stockholders’ deficit (2,402,925 ) (275,295 ) (2,678,220 ) For the Year Ended May 31, 2016 Consolidated Statement of Operations As Previously Reported Adjustment As Restated Loss on change in fair value of derivatives $ (401,870 ) $ (95,209 ) $ (497,079 ) Interest expense (226,665 ) (157,647 ) (384,312 ) Accretion of debt discount (439,465 ) (22,440 ) (461,905 ) Net loss for the period (1,944,565 ) (275,295 ) (2,219,860 ) Net loss attributable to Mantra Venture Group Ltd. (1,900,877 ) (275,295 ) (2,176,172 ) Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted (0.02 ) (0.01 ) (0.03 ) For the Year Ended May 31, 2016 Consolidated Statement of Cash Flows As Previously Reported Adjustment As Restated Net loss $ (1,944,565 ) $ (275,295 ) $ (2,219,860 ) Gain on change in fair value of derivative liability (179,807 ) (15,899 ) (195,706 ) Initial derivative expenses 581,677 111,108 692,785 Interest related to cash redemption premium on convertible notes 123,188 153,690 276,878 Accounts payable and accrued liabilities 234,200 26,396 260,596 Accretion of discounts on convertible debentures 439,465 22,440 461,905 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events (a) On December 1, 2016, the Company entered into a debt settlement agreement to settle $7,500 of amounts owed for services in exchange for 2,000,000 common shares. The Company has not yet issued the shares. The Company will record the debt settlement upon the issuance of shares. (b) On March 2, 2017, the Company issued 5,954,208 shares of common stock upon the conversion of $10,837 of principal and unpaid interest of the convertible note described in Note 9(f). (c) On March 7, 2017, the Company issued 5,954,208 shares of common stock upon the conversion of $10,063 of principal and unpaid interest of the convertible note described in Note 9(f). (d) On March 13, 2017, the Company amended a debt settlement agreement, dated November 15, 2016, to settle a $15,000 loan described in Note 7 (c) in exchange for 6,000,000 common shares. The shares were issued effective March 8, 2017. (e) On March 15, 2017, the Company issued 6,548,937 shares of common stock upon the conversion of $11,068 of principal and unpaid interest of the convertible note described in Note 9(f). (f) On April 1, 2017, the Company issued an aggregate 295,800 shares of common stock upon the conversion of $11,832 of principal and unpaid interest of two convertible notes described in Note 9(d). (g) On April 7, 2017, the Company issued 2,170,314 shares of common stock upon the conversion of $3,527 of principal and unpaid interest of the convertible note described in Note 9 (f). (h) On April 25, 2017, the Company entered into and closed on an Asset Purchase Agreement (the “Asset Purchase Agreement”) with InterCloud Systems, Inc. (“InterCloud”). Pursuant to the terms of the Asset Purchase Agreement, the Company purchased 80.1% of the assets associated with InterCloud’s “AW Solutions” business including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables. The purchase price paid by the Company for the assets includes the assumption of certain liabilities and contracts associated with the business, the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $2,000,000 (the “Unsecured Note”), and a potential earn-out after six months in an amount equal to the lesser of (i) three times EBITDA (as defined in the Asset Purchase Agreement) of the Business for the six-month period immediately following the closing and (ii) $1,500,000. In addition, the Asset Purchase Agreement contains a working capital adjustment. The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note, and is convertible into shares of common stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. (i) On April 28, 2017, the Company entered into and closed on a Securities Purchase Agreement (“Purchase Agreement”) with an institutional investor (the “Lender”), pursuant to which the Company issued to the Lender a senior secured convertible promissory note in the aggregate principal amount of $440,000 (the “Secured Note”) for an aggregate purchase price of $400,000, and a warrant with a term of three years to purchase up to 27,500,000 shares of common stock of the Company at an exercise price of $0.0255 per share. The interest on the outstanding principal due under the Secured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Secured Note is due on April 27, 2018 and is convertible into shares of the Company’s Common Stock at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the conversion, subject to adjustment upon the occurrence of certain events. (j) On May 18, 2017, the Company issued 62,125,755 shares of common stock with a fair value of $1,491,018 to a new director of the Company in exchange for services for the Company. (k) On May 19, 2017, the Company issued 62,125,755 shares of common stock with a fair value of $1,801,647 to a new director of the Company in exchange for services for the Company. (l) On April 10, 2017, the Company issued 4,491,018 shares of common stock upon the conversion of $15,000 in accounts payable debt, further to an agreement dated January 17, 2017. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2017 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation/Principles of Consolidation | a. Basis of Presentation/Principles of Consolidation These unaudited consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its subsidiaries, Carbon Commodity Corporation, Climate ESCO Ltd., Mantra Energy Alternatives Ltd., Mantra China Inc., Mantra China Limited, Mantra Media Corp., Mantra NextGen Power Inc., and Mantra Wind Inc. All the subsidiaries are wholly-owned with the exception of Climate ESCO Ltd., which is 64.55% owned and Mantra Energy Alternatives Ltd., which is 88.21% owned. All inter- company balances and transactions have been eliminated. |
Loss Per Share | b. Loss Per Share The Company computes loss per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti- dilutive. As at February 28, 2017, the Company had 490,147,327 (November 30, 2015 – 34,949,950) dilutive potential shares outstanding. |
Recent Accounting Pronouncements | c. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | Cost Accumulated depreciation February 28, May 31, Furniture and equipment 2,496 1,332 1,164 1,539 Computer 5,341 5,341 – – Research equipment 143,129 99,874 43,255 56,655 Vehicles under capital lease 72,690 65,257 7,433 14,433 223,656 171,804 51,852 72,627 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Cost Accumulated amortization February 28, May 31, Patents 70,789 11,729 59,060 62,615 |
Schedule of estimated future amortization expense | For year ending May 31, 2017 $ 1,183 For year ending May 31, 2018 $ 4,738 For year ending May 31, 2019 $ 4,738 For year ending May 31, 2020 $ 4,738 For year ending May 31, 2021 $ 4,738 |
Obligations Under Capital Lea26
Obligations Under Capital Lease (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Obligations Under Capital Lease [Abstract] | |
Schedule of future minimum lease payments under capital leases | Year ending May 31: ($) 2017 2,266 2018 3,399 Net minimum lease payments 5,665 Less: amount representing interest payments (295 ) Present value of net minimum lease payments 5,370 Less: current portion (5,370 ) Long-term portion – |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Derivative Liabilities [Abstract] | |
Summary of changes in the fair value of the Company's Level 3 financial liabilities | February 28, May 31, Balance at the beginning of period $ 978,245 $ 353,668 Original discount limited to proceeds of notes 152,339 541,755 Fair value of derivative liabilities in excess of notes proceeds received 177,596 692,785 Reclassification of instruments previously classified as equity 16,095 – Conversion of derivative liability (131,679 ) (414,246 ) Change in fair value of embedded conversion option (31,805 ) (195,717 ) Balance at the end of the period $ 1,160,791 $ 978,245 |
Schedule of assumptions used in the calculations | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life At issuance 134-253% 0.07-1.11% 0 % 0.50-2.00 At February 28, 2017 192-289% 0.40-0.88% 0 % 0.03-1.50 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Share Purchase Warrants [Abstract] | |
Summary of share purchase warrants | Number of Weighted average exercise price Balance as of May 31, 2015 5,258,333 0.44 Issued 1,766,667 0.04 Balance as of May 31, 2016 7,025,000 0.34 Issued 333,334 0.03 Expired (650,000 ) 0.60 Balance as of February 28, 2017 6,708,334 0.30 |
Schedule of share purchase warrants were outstanding | Number of warrants Exercise Expiry date 333,333 0.80 June 4, 2017 200,000 0.80 July 11, 2017 1,000,000 0.03 April 15, 2018 666,667 0.03 May 4, 2018 100,000 0.15 August 4, 2017 4,075,000 0.37 April 10, 2019 333,334 0.03 August 29, 2018 6,708,334 |
Stock Options(Tables)
Stock Options(Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Stock Options [Abstract] | |
Schedule of stock options | Number Weighted Weighted average remaining contractual life (years) Aggregate Outstanding as of May 31, 2015 1,675,000 0.17 Granted 350,000 0.03 Expired (525,000 ) 0.20 Outstanding as of May 31, 2016 1,500,000 0.16 Expired (750,000 ) 0.20 Outstanding as of February 28, 2017 750,000 0.12 0.59 – Exercisable as of February 28, 2017 750,000 0.12 0.59 – |
Schedule of non-vested stock options | Non-vested stock options Number of Options Weighted Average Non-vested at May 31, 2015 550,000 Granted 350,000 0.03 Expired (50,000 ) 0.20 Vested (800,000 ) 0.14 Non-vested at May 31, 2016 50,000 0.30 Expired (50,000 ) 0.30 Non-vested at February 28, 2017 – |
Schedule of additional information regarding stock options | Number of Exercise Expiry date 400,000 0.20 March 16, 2017 350,000 0.03 May 17, 2018 750,000 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended February 28, February 29, February 28, February 29, 2017 2016 2017 2016 ($) ($) ($) ($) Numerator: Net income 931,564 (290,960 ) (1,079,093 ) (1,327,746 ) Convertible note interest 25,393 - - - Adjusted diluted net income 956,957 (290,960 ) (1,079,093 ) (1,327,746 ) Denominator: Weighted average shares outstanding used in computing net income per share: Basic 116,454,010 80,407,995 102,822,723 75,562,065 Effect of dilutive stock options and convertible notes payable 490,147,327 – – – Diluted 606,601,337 80,407,995 102,822,723 75,562,065 Net income per share applicable to common stockholders: Basic 0.01 (0.00 ) (0.01 ) (0.02 ) Diluted 0.00 (0.00 ) (0.01 ) (0.02 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of annual license fee payable | September 1, 2010 Cdn$10,000 (paid) September 1, 2011 Cdn$20,000 (accrued) September 1, 2012 Cdn$30,000(accrued) September 1, 2013 Cdn$40,000 (accrued) September 1, 2014 and each successive anniversary Cdn$50,000 (accrued) |
Revision of Prior Year Financ32
Revision of Prior Year Financial Statements (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Revision of Prior Year Financial Statements [Abstract] | |
Schedule of effects on consolidated balance sheet | May 31, 2016 Consolidated Balance Sheet As Previously Reported Adjustment As Restated Accounts payable and accrued liabilities $ 810,575 $ 26,407 $ 836,982 Convertible debentures 620,231 48,690 668,921 Derivative liability 778,047 200,198 978,245 Accumulated deficit (13,430,793 ) (275,295 ) (13,706,088 ) Total Mantra Venture Group Ltd. stockholder’s deficit (2,166,651 ) (275,295 ) (2,441,946 ) Total stockholders’ deficit (2,402,925 ) (275,295 ) (2,678,220 ) |
Schedule of effects on consolidated statement of operations | For the Year Ended May 31, 2016 Consolidated Statement of Operations As Previously Reported Adjustment As Restated Loss on change in fair value of derivatives $ (401,870 ) $ (95,209 ) $ (497,079 ) Interest expense (226,665 ) (157,647 ) (384,312 ) Accretion of debt discount (439,465 ) (22,440 ) (461,905 ) Net loss for the period (1,944,565 ) (275,295 ) (2,219,860 ) Net loss attributable to Mantra Venture Group Ltd. (1,900,877 ) (275,295 ) (2,176,172 ) Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted (0.02 ) (0.01 ) (0.03 ) |
Schedule of effects on consolidated statement of cash flows | For the Year Ended May 31, 2016 Consolidated Statement of Cash Flows As Previously Reported Adjustment As Restated Net loss $ (1,944,565 ) $ (275,295 ) $ (2,219,860 ) Gain on change in fair value of derivative liability (179,807 ) (15,899 ) (195,706 ) Initial derivative expenses 581,677 111,108 692,785 Interest related to cash redemption premium on convertible notes 123,188 153,690 276,878 Accounts payable and accrued liabilities 234,200 26,396 260,596 Accretion of discounts on convertible debentures 439,465 22,440 461,905 |
Organization and Going Concern
Organization and Going Concern (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Organization and Going Concern (Textual) | ||
Accumulated loss | $ (14,785,181) | $ (13,706,088) |
Working capital deficit | $ 3,459,688 |
Significant Accounting Polici34
Significant Accounting Policies (Details) - shares | 1 Months Ended | 9 Months Ended |
Nov. 30, 2015 | Feb. 28, 2017 | |
Significant Accounting Policies (Textual) | ||
Diluted EPS excludes all dilutive potential shares outstanding | 34,949,950 | 490,147,327 |
Climate ESCO Ltd., [Member] | ||
Significant Accounting Policies (Textual) | ||
Ownership percentage | 64.55% | |
Mantra Energy Alternatives Ltd., [Member] | ||
Significant Accounting Policies (Textual) | ||
Ownership percentage | 88.21% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 223,656 | |
Accumulated depreciation | 171,804 | |
Net carrying value | 51,852 | $ 72,627 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,496 | |
Accumulated depreciation | 1,332 | |
Net carrying value | 1,164 | 1,539 |
Computer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,341 | |
Accumulated depreciation | 5,341 | |
Net carrying value | ||
Research equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 143,129 | |
Accumulated depreciation | 99,874 | |
Net carrying value | 43,255 | 56,655 |
Vehicles under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 72,690 | |
Accumulated depreciation | 65,257 | |
Net carrying value | $ 7,433 | $ 14,433 |
Property and Equipment (Detai36
Property and Equipment (Details Textual) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Property and Equipment (Textual) | ||
Amortization expense | $ 20,774 | $ 16,524 |
Intangible Assets (Details)
Intangible Assets (Details) - Patents [Member] - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 70,789 | |
Accumulated amortization | 11,729 | |
Net carrying value | $ 59,060 | $ 62,615 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Feb. 28, 2017USD ($) |
Intangible Assets [Abstract] | |
For year ending May 31, 2017 | $ 1,183 |
For year ending May 31, 2018 | 4,738 |
For year ending May 31, 2019 | 4,738 |
For year ending May 31, 2020 | 4,738 |
For year ending May 31, 2021 | $ 4,738 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 3,555 | $ 2,938 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Related Party Transactions (Textual) | |||||
Management fees | $ 45,178 | $ 35,335 | $ 136,666 | $ 153,773 | |
Research and development fees | (1,000) | $ 13,192 | 23,974 | 106,094 | |
Due to related parties | 236,579 | 236,579 | $ 154,560 | ||
President [Member] | |||||
Related Party Transactions (Textual) | |||||
Management fees | 102,500 | 98,053 | |||
Due to related parties | 218,972 | 218,972 | 136,723 | ||
President Spouse [Member] | |||||
Related Party Transactions (Textual) | |||||
Management fees | 34,166 | 34,735 | |||
Due to related parties | 218,972 | 218,972 | 136,723 | ||
Director [Member] | |||||
Related Party Transactions (Textual) | |||||
Research and development fees | 0 | 28,920 | |||
Officers and Directors [Member] | |||||
Related Party Transactions (Textual) | |||||
Management fees | 0 | $ 20,985 | |||
Due to related parties | $ 17,607 | $ 17,607 | $ 17,837 |
Loans Payable (Details)
Loans Payable (Details) | Oct. 03, 2016USD ($)shares | Oct. 03, 2016CADshares | Aug. 04, 2015USD ($)shares | Feb. 28, 2017USD ($) | Feb. 29, 2016USD ($) | Feb. 28, 2017USD ($)shares | Feb. 29, 2016USD ($) | May 31, 2016USD ($) | Feb. 28, 2017CAD | May 31, 2016CAD | Sep. 04, 2015 | Mar. 31, 2012USD ($)shares |
Loans Payable (Textual) | ||||||||||||
Common stock subscribed | $ 115,367 | $ 115,367 | $ 99,742 | $ 50,000 | ||||||||
Common stock share subscriptions | shares | 10,000,000 | |||||||||||
Promissory note | $ 50,000 | |||||||||||
Interest rate | 120.00% | 180.00% | ||||||||||
Accrued interest | $ 735 | CAD 964 | 1,200 | |||||||||
Repaid notes | 50,000 | |||||||||||
Settle amount exchange for common shares | shares | 6,000,000 | |||||||||||
Due date | Sep. 4, 2015 | |||||||||||
Shares issued common stock conversion amount | $ 14,406 | CAD 18,895 | ||||||||||
Shares issued common stock conversion shares | shares | 4,413,181 | 4,413,181 | ||||||||||
Accretion Expense | 60,374 | $ 42,017 | $ 379,114 | $ 360,724 | ||||||||
Shares of the Company's common stock | shares | 100,000 | |||||||||||
Derivatives and Hedging [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Initial fair value of warrants | 9,755 | |||||||||||
Accretion Expense | 9,755 | |||||||||||
Loans Payable [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 47,662 | 47,662 | 48,285 | CAD 63,300 | CAD 63,300 | |||||||
Loans Payable One [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 17,500 | 17,500 | 17,500 | |||||||||
Loans Payable Two [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 15,000 | 15,000 | 15,000 | |||||||||
Loans Payable Three [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 0 | 0 | 14,413 | 0 | 18,895 | |||||||
Loans Payable Four [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 7,500 | 7,500 | 7,500 | 37,000 | 37,000 | |||||||
Loans Payable Five [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 27,859 | 27,859 | 28,224 | 37,000 | 37,000 | |||||||
Loans Payable Six [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 4,490 | 4,490 | 4,490 | |||||||||
Loans Payable Seven [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 13,603 | 13,603 | 13,696 | 18,066 | CAD 18,066 | |||||||
Loans Payable Eight [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | 10,000 | 10,000 | $ 0 | 37,550 | ||||||||
Loans Payable Nine [Member] | ||||||||||||
Loans Payable (Textual) | ||||||||||||
Owed to a non-related party | $ 28,274 | $ 28,274 | CAD 37,550 |
Obligations Under Capital Lea42
Obligations Under Capital Lease (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Schedule of future minimum lease payments under capital leases | ||
2,017 | $ 2,266 | |
2,018 | 3,399 | |
Net minimum lease payments | 5,665 | |
Less: amount representing interest payments | (295) | |
Present value of net minimum lease payments | 5,370 | |
Less: current portion | (5,370) | $ 8,123 |
Long-term portion | $ 0 | $ 3,308 |
Obligations Under Capital Lea43
Obligations Under Capital Lease (Details Textual) | Dec. 28, 2015 | Aug. 31, 2015 | Dec. 21, 2012 | Jul. 31, 2012 | Feb. 28, 2017 |
Obligations Under Capital Lease (Textual) | |||||
Option to purchase of vehicles, description | The Company has the option to purchase the two vehicles for $1 each. | ||||
Additional renewal term of lease, description | December 21, 2012 lease was also renewed for an additional two years. | July 31, 2012 lease was renewed for an additional two years. | |||
Capital lease, description | Company entered into two agreements to lease two vehicles for three years each. | Company entered into two agreements to lease two vehicles for three years each. |
Convertible Debentures (Details
Convertible Debentures (Details Textual) - USD ($) | Aug. 04, 2015 | Jul. 18, 2012 | Oct. 31, 2008 | Nov. 15, 2013 | Apr. 29, 2013 | Jan. 19, 2012 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | Sep. 30, 2016 | May 31, 2015 | May 31, 2014 | Apr. 11, 2013 |
Convertible Debentures (Textual) | ||||||||||||||
Proceeds from issuance of convertible debentures | $ 149,839 | $ 367,000 | ||||||||||||
Accretion Expense | $ 60,374 | $ 42,017 | $ 379,114 | $ 360,724 | ||||||||||
Convertible debentures carrying value | $ 94,000 | |||||||||||||
Stock options granted | 750,000 | 750,000 | ||||||||||||
Due date | Sep. 4, 2015 | |||||||||||||
Convertible Debentures [Member] | ||||||||||||||
Convertible Debentures (Textual) | ||||||||||||||
Proceeds from issuance of convertible debentures | $ 250,000 | |||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||
Conversion of stock, shares converted | 625,000 | |||||||||||||
Debt instrument, conversion price | $ 0.40 | |||||||||||||
Debt conversion, converted instrument, warrants or options issued | 250,000 | |||||||||||||
Additional paid in capital, convertible debt | $ 45,930 | |||||||||||||
Accretion Expense | 45,930 | |||||||||||||
Convertible debentures carrying value | $ 250,000 | $ 150,000 | $ 59,853 | $ 59,853 | $ 59,853 | $ 114,661 | ||||||||
Debt instrument settled value | $ 150,000 | $ 50,000 | $ 54,808 | 40,000 | $ 150,000 | |||||||||
Accounts payable and accrued interest | $ 122,535 | |||||||||||||
Debt instrument, description | The Company agreed to pay $43,890 of accrued interest within five days of the agreement (paid), pay the accruing interest on a monthly basis (paid), and pay a $10,000 premium in addition to the $150,000 principal outstanding on April 11, 2013. | Pursuant to the agreement, the debt holder agreed to reduce the debt to Cdn$100,000 on the condition that the Company pays the amount of Cdn$2,500 per month for 40 months, beginning March 1, 2012 and continuing on the first day of each month thereafter. | ||||||||||||
Debt instrument, interest | 4,438 | $ 6,836 | ||||||||||||
Stock options granted | 100,000 | |||||||||||||
Stock options exercisable | $ 0.12 | |||||||||||||
Debt instrument, periodic payment | 10,000 | |||||||||||||
Stock options fair value | $ 12,901 | |||||||||||||
Accretion of discounts on convertible debt | $ 12,901 | |||||||||||||
Due date | Apr. 11, 2013 | Sep. 15, 2013 | ||||||||||||
Present value of amended future cash flows, description | In addition, as the present value of the amended future cash flows had a difference of less than 10% of the cash flows of the original debt, it was determined that the original and new debt instruments are not substantially different. As a result, the modification was not treated as an extinguishment of the debt and no gain or loss was recognized because the fair value of the old debt and new debt remained the same. | |||||||||||||
Warrant description | Each share purchase warrant entitles the holder to purchase one additional share of the Company's common stock for a period of two years from the date of issuance at an exercise price of $0.50 per share. |
Convertible Debentures (Detai45
Convertible Debentures (Details Textual 1) - USD ($) | Apr. 01, 2017 | Feb. 04, 2014 | Dec. 27, 2013 | Aug. 19, 2013 | Sep. 30, 2016 | Oct. 18, 2013 | Feb. 28, 2017 | Feb. 29, 2016 |
Convertible Debentures (Textual) | ||||||||
Proceeds from issuance of convertible debentures | $ 149,839 | $ 367,000 | ||||||
Convertible debentures carrying value | $ 94,000 | |||||||
Convertible Debentures One [Member] | ||||||||
Convertible Debentures (Textual) | ||||||||
Proceeds from issuance of convertible debentures | $ 10,000 | |||||||
Debt instrument, interest rate | 10.00% | |||||||
Debt instrument, conversion price | $ 0.04 | |||||||
Convertible debentures carrying value | 10,000 | |||||||
Beneficial conversion feature | $ 10,000 | |||||||
Debt instrument, face amount | $ 10,000 | |||||||
Convertible Debentures Two [Member] | ||||||||
Convertible Debentures (Textual) | ||||||||
Proceeds from issuance of convertible debentures | 4,920,400 | $ 152,000 | ||||||
Debt instrument, interest rate | 10.00% | |||||||
Debt instrument, conversion price | $ 0.04 | |||||||
Convertible debentures carrying value | 58,000 | |||||||
Beneficial conversion feature | $ 152,000 | |||||||
Debt instrument, face amount | $ 152,000 | |||||||
Accrued interest | $ 44,816 | |||||||
Convertible Debentures Three [Member] | ||||||||
Convertible Debentures (Textual) | ||||||||
Convertible debentures carrying value | 15,000 | |||||||
Convertible Debentures Four [Member] | ||||||||
Convertible Debentures (Textual) | ||||||||
Proceeds from issuance of convertible debentures | $ 15,000 | |||||||
Debt instrument, interest rate | 10.00% | |||||||
Debt instrument, conversion price | $ 0.04 | |||||||
Convertible debentures carrying value | 15,000 | |||||||
Beneficial conversion feature | $ 15,000 | |||||||
Debt instrument, face amount | $ 15,000 | |||||||
Convertible Debentures Four [Member] | Subsequent Event [Member] | ||||||||
Convertible Debentures (Textual) | ||||||||
Convertible debentures carrying value | $ 10,000 | |||||||
Accrued interest | $ 1,832 | |||||||
Aggregated of share issue of common stock | 295,800 | |||||||
Convertible Debentures Five [Member] | ||||||||
Convertible Debentures (Textual) | ||||||||
Proceeds from issuance of convertible debentures | $ 15,000 | |||||||
Debt instrument, interest rate | 10.00% | |||||||
Debt instrument, conversion price | $ 0.04 | |||||||
Convertible debentures carrying value | $ 15,000 | |||||||
Beneficial conversion feature | $ 15,000 | |||||||
Debt instrument, face amount | $ 15,000 |
Convertible Debentures (Detai46
Convertible Debentures (Details Textual 2) - USD ($) | Sep. 08, 2015 | Aug. 04, 2015 | Jun. 01, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | Oct. 11, 2016 | Sep. 30, 2016 |
Convertible Debentures (Textual) | ||||||||||
Due date | Sep. 4, 2015 | |||||||||
Convertible debentures net of discount | $ 128,347 | $ 128,347 | $ 330,123 | $ 24,999 | ||||||
Accretion Expense | 60,374 | $ 42,017 | 379,114 | $ 360,724 | ||||||
Convertible debentures carrying value | $ 94,000 | |||||||||
Convertible Debentures Six [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible note principal amount | $ 100,000 | 45,000 | 45,000 | |||||||
Due date | Dec. 1, 2015 | |||||||||
Debt instrument, conversion price | $ 0.00001 | |||||||||
Fair value of conversion feature | 310,266 | |||||||||
Loss on derivatives | 210,266 | |||||||||
Convertible debentures net of discount | 100,000 | $ 100,000 | ||||||||
Conversion of stock, shares converted | 18,440,200 | 6,303,475 | ||||||||
Conversion of stock, amount converted | $ 60,075 | $ 45,000 | ||||||||
Accretion Expense | 10,276 | 100,000 | ||||||||
Debt instrument, premium | 26,250 | |||||||||
Debt instrument, description | The note has a cash redemption premium of 130% of the principal amount in the first 90 days following the execution date, of 135% for days 90-120 following the execution date, and 140% after the 120th day. After 140 days cash redemption is only available upon approval by the holder. | |||||||||
Debt instrument, interest rate terms, description | The note bears interest at 12% per annum and is convertible into common shares of the Company at the lower of a 42% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 42% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||
Convertible debentures carrying value | 31,451 | 31,451 | 81,250 | |||||||
Convertible Debentures Seven [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible note principal amount | $ 326,087 | |||||||||
Fair value of conversion feature | 479,626 | 280,000 | ||||||||
Loss on derivatives | 204,626 | |||||||||
Convertible debentures net of discount | $ 280,000 | 26,087 | ||||||||
Accretion Expense | 185,913 | 120,175 | ||||||||
Debt instrument, premium | 76,522 | |||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||
Convertible debentures carrying value | $ 382,608 | $ 382,608 | $ 190,696 |
Convertible Debentures (Detai47
Convertible Debentures (Details Textual 3) - USD ($) | Oct. 11, 2016 | Mar. 10, 2016 | Dec. 04, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | Sep. 30, 2016 | Sep. 08, 2015 |
Convertible Debentures (Textual) | ||||||||||
Accretion Expense | $ 60,374 | $ 42,017 | $ 379,114 | $ 360,724 | ||||||
Convertible debentures carrying value | $ 94,000 | |||||||||
Convertible debentures net of discount | $ 24,999 | 128,347 | 128,347 | $ 330,123 | ||||||
Notes payable | 2,500 | |||||||||
Convertible Debentures Eight [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible note principal amount | $ 105,000 | $ 326,087 | ||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 52% discount to the lowest trading price during the previous 30 trading days to the date of conversion; or a 52% discount to the lowest trading price during the previous 30 trading days before the date the note was executed. | |||||||||
Accretion Expense | 82,560 | 82,560 | ||||||||
Loss on derivatives | $ 111,108 | |||||||||
Convertible debentures carrying value | 216,108 | |||||||||
Convertible debentures net of discount | 10,000 | $ 26,087 | $ 26,087 | |||||||
Notes payable | $ 95,000 | |||||||||
Carrying value of the note | 131,250 | 48,690 | ||||||||
Debt instrument, fee amount | 26,250 | |||||||||
Convertible Debentures Nine [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible note principal amount | $ 166,666 | |||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||
Accretion Expense | 20,015 | |||||||||
Loss on derivatives | $ 158,785 | |||||||||
Convertible debentures carrying value | 218,785 | |||||||||
Convertible debentures net of discount | 65,000 | 16,666 | ||||||||
Notes payable | $ 81,666 | |||||||||
Carrying value of the note | 40,432 | |||||||||
Debt instrument, fee amount | $ 20,417 | |||||||||
Convertible Debentures Nine [Member] | Additional Tranches [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Accretion Expense | 96,783 | |||||||||
Loss on derivatives | 100,694 | |||||||||
Convertible debentures carrying value | 208,033 | 208,033 | ||||||||
Notes payable | 107,339 | 107,339 | ||||||||
Received additional tranches | 107,339 | |||||||||
Carrying value of the note | 159,590 | |||||||||
Debt instrument, fee amount | $ 22,375 | 22,375 | ||||||||
Convertible Debentures Ten [Member] | ||||||||||
Convertible Debentures (Textual) | ||||||||||
Convertible note principal amount | $ 249,999 | |||||||||
Debt instrument, interest rate terms, description | The note bears interest at 10% per annum and is convertible into common shares of the Company at a 65% discount to the lowest trading price during the previous 20 trading days to the date of conversion; or a 65% discount to the lowest trading price during the previous 20 trading days before the date the note was executed. | |||||||||
Accretion Expense | 13,859 | |||||||||
Loss on derivatives | $ 76,902 | |||||||||
Convertible debentures carrying value | 121,902 | |||||||||
Convertible debentures net of discount | 42,500 | |||||||||
Notes payable | $ 45,000 | |||||||||
Carrying value of the note | $ 13,859 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Level 3 [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2017 | May 31, 2016 | |
Derivative [Line Items] | ||
Balance at the beginning of period | $ 978,245 | $ 353,668 |
Original discount limited to proceeds of notes | 152,339 | 541,755 |
Fair value of derivative liabilities in excess of notes proceeds received | 177,596 | 692,785 |
Reclassification of instruments previously classified as equity | 16,095 | |
Conversion of derivative liability | (131,679) | (414,246) |
Change in fair value of embedded conversion option | (31,805) | (195,717) |
Balance at the end of the period | $ 1,160,791 | $ 978,245 |
Derivative Liabilities (Detai49
Derivative Liabilities (Details 1) | 9 Months Ended |
Feb. 28, 2017 | |
Derivative [Line Items] | |
Expected Dividend Yield | 0.00% |
Maximum [Member] | |
Derivative [Line Items] | |
Expected Volatility | 192.00% |
Risk-free Interest Rate | 0.40% |
Expected Life (in years) | 11 days |
Minimum [Member] | |
Derivative [Line Items] | |
Expected Volatility | 289.00% |
Risk-free Interest Rate | 0.88% |
Expected Life (in years) | 1 year 6 months |
At issuance [Member] | |
Derivative [Line Items] | |
Expected Dividend Yield | 0.00% |
At issuance [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Expected Volatility | 253.00% |
Risk-free Interest Rate | 1.11% |
Expected Life (in years) | 2 years |
At issuance [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Expected Volatility | 134.00% |
Risk-free Interest Rate | 0.07% |
Expected Life (in years) | 6 months |
Derivative Liabilities (Detai50
Derivative Liabilities (Details Textual) | 9 Months Ended |
Feb. 28, 2017USD ($)$ / sharesshares | |
Warrants [Member] | |
Derivative Liabilities (Textual) | |
Warrants exercisable | shares | 2,000,000 |
Fair value of warrant | $ | $ 13,745 |
Warrants exercise price | $ 0.03 |
Warrants exercisable date | Aug. 29, 2018 |
Options [Member] | |
Derivative Liabilities (Textual) | |
Options exercisable | shares | 350,000 |
Fair value of options | $ | $ 2,350 |
Options exercise price | $ 0.03 |
Options exercisable date | Mar. 16, 2017 |
Warrants exercise price | $ 0.03 |
Common Stock (Details)
Common Stock (Details) | Jan. 13, 2017USD ($)shares | Dec. 09, 2016shares | Dec. 05, 2016USD ($)shares | Oct. 03, 2016USD ($)shares | Oct. 03, 2016CADshares | Aug. 15, 2016USD ($)shares | Sep. 26, 2016USD ($)shares | Sep. 19, 2016USD ($)shares | Aug. 29, 2016USD ($)TradingDays$ / sharesshares | Jul. 01, 2016USD ($)shares | Feb. 28, 2017USD ($)$ / sharesshares | Feb. 29, 2016USD ($) | Feb. 28, 2017USD ($)$ / sharesshares | Feb. 29, 2016USD ($) | May 31, 2016USD ($)TradingDaysBusinessDays$ / sharesshares | May 31, 2015USD ($)TradingDaysBusinessDays$ / sharesshares | Oct. 03, 2016CAD | May 31, 2016CADCAD / sharesshares | Feb. 02, 2016$ / sharesshares | Jun. 01, 2015$ / shares | May 31, 2015CADCAD / sharesshares |
Common Stock (Textual) | |||||||||||||||||||||
Common stock price | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.30 | $ 0.30 | $ 0.34 | $ 0.44 | |||||||||||||||||
Authorized share capital | shares | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | |||||||||||||||||
Common stock, shares issued | shares | 119,332,805 | 119,332,805 | 88,559,024 | 88,559,024 | |||||||||||||||||
Proceeds from issuance of common stock | $ 5,000 | $ 15,000 | |||||||||||||||||||
Loss on settlement of debt | $ (19,418) | $ (24,000) | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Proceeds from common stock subscriptions | $ 25,000 | ||||||||||||||||||||
Common stock, shares subscribed | shares | 1,666,666 | 1,666,666 | |||||||||||||||||||
Common stock price | $ / shares | $ 0.015 | $ 0.00001 | |||||||||||||||||||
Increase in authorized share capital | shares | 100,000,000 | ||||||||||||||||||||
Conversion of common stock | $ 10,000 | $ 15,075 | $ 14,406 | CAD 18,895 | $ 10,000 | $ 10,000 | $ 94,000 | $ 15,000 | |||||||||||||
Conversion of common stock, shares | shares | 5,070,994 | 5,393,560 | 4,413,181 | 4,413,181 | 2,826,456 | 2,780,868 | 2,368,322 | ||||||||||||||
Issuance of common stock pursuant to settlement agreement | shares | 1,000,000 | ||||||||||||||||||||
Loss on settlement of debt | $ 19,418 | ||||||||||||||||||||
Fair value of common stock | 39,277 | ||||||||||||||||||||
Common Stock [Member] | Two convertible notes [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Conversion of common stock | $ 58,000 | ||||||||||||||||||||
Conversion of common stock, shares | shares | 4,920,400 | ||||||||||||||||||||
Accrued interest | $ 44,816 | ||||||||||||||||||||
Common Stock [Member] | Note payable [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Accrued interest | $ 735 | CAD 964 | |||||||||||||||||||
Common Stock [Member] | FINRA Over-the-Counter Bulletin Board [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Proceeds from common stock subscriptions | $ 2,080 | $ 2,080 | |||||||||||||||||||
Common stock, shares subscribed | shares | 26,000 | 26,000 | 26,000 | 26,000 | |||||||||||||||||
Common stock price | $ / shares | $ 0.015 | $ 0.08 | $ 0.08 | ||||||||||||||||||
Warrant exercise price | $ / shares | 0.03 | 0.20 | 0.20 | ||||||||||||||||||
Share price | $ / shares | $ 0.03 | $ 0.40 | $ 0.40 | ||||||||||||||||||
Trading days | TradingDays | 5 | 7 | 7 | ||||||||||||||||||
Warrant exercisable term | 2 years | 2 years | 2 years | ||||||||||||||||||
Number of business days | 30 | 5 | 5 | ||||||||||||||||||
Common stock, shares issued | shares | 2,000,000 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 30,000 | ||||||||||||||||||||
Purchase warrants, description | Each unit consisted of one share of common stock and one share purchase warrant. | Each unit consisted of one share of common stock and one-half of one share purchase warrant. | |||||||||||||||||||
Common Stock [Member] | Mantra Energy Alternatives Ltd., | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Proceeds from common stock subscriptions | $ 66,277 | $ 66,277 | CAD 67,000 | CAD 67,000 | |||||||||||||||||
Common stock, shares subscribed | shares | 67,000 | 67,000 | 67,000 | 67,000 | |||||||||||||||||
Common stock price | CAD / shares | CAD 1 | CAD 1 | |||||||||||||||||||
Net of non-controlling interest | $ 7,231 | $ 7,231 | |||||||||||||||||||
Common Stock [Member] | Climate ESCO Ltd. [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Proceeds from common stock subscriptions | $ 21,000 | $ 21,000 | |||||||||||||||||||
Common stock, shares subscribed | shares | 210,000 | 210,000 | 210,000 | 210,000 | |||||||||||||||||
Common stock price | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||||
Net of non-controlling interest | $ 7,384 | $ 7,384 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Feb. 28, 2017 | May 31, 2016 | |
Share Purchase Warrants [Abstract] | ||
Number of warrants Balance, May 31, 2015 | 7,025,000 | 5,258,333 |
Number of warrants, Issued | 333,334 | 1,766,667 |
Number of warrants, Expired | (650,000) | |
Number of warrants, Balance, May 31, 2016 | 6,708,334 | 7,025,000 |
Weighted average exercise price Balance, May 31, 2016 | $ 0.34 | $ 0.44 |
Weighted average exercise price, Issued | 0.03 | 0.04 |
Weighted average exercise price, Expired | 0.60 | |
Weighted average exercise price Balance, February 28, 2017 | $ 0.30 | $ 0.34 |
Share Purchase Warrants (Deta53
Share Purchase Warrants (Details 1) - $ / shares | Feb. 28, 2017 | May 31, 2016 | Jun. 01, 2015 |
Number of warrants | 6,708,334 | 7,025,000 | 5,258,333 |
Exercise price | $ 0.30 | $ 0.34 | $ 0.44 |
Expiry date June 4, 2017 [Member] | |||
Number of warrants | 333,333 | ||
Exercise price | $ 0.80 | ||
Expiry date July 11, 2017 [Member] | |||
Number of warrants | 200,000 | ||
Exercise price | $ 0.80 | ||
Expiry date April 15, 2018 [Member] | |||
Number of warrants | 1,000,000 | ||
Exercise price | $ 0.03 | ||
Expiry date May 4, 2018 [Member] | |||
Number of warrants | 666,667 | ||
Exercise price | $ 0.03 | ||
Expiry date August 4, 2017 [Member] | |||
Number of warrants | 100,000 | ||
Exercise price | $ 0.15 | ||
Expiry date April 10, 2019 [Member] | |||
Number of warrants | 4,075,000 | ||
Exercise price | $ 0.37 | ||
Expiry date August 29, 2018 [Member] | |||
Number of warrants | 333,334 | ||
Exercise price | $ 0.03 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2017 | May 31, 2016 | |
Stock Options [Abstract] | ||
Number of options Outstanding, Beginning | 1,500,000 | 1,675,000 |
Number of options, Granted | 350,000 | |
Number of options, Expired | (750,000) | (525,000) |
Number of options Outstanding, Ending | 750,000 | 1,500,000 |
Number of options, Exercisable | 750,000 | |
Weighted average exercise price, Outstanding | $ 0.16 | $ 0.17 |
Weighted average exercise price, Granted | 0.03 | |
Weighted average exercise price, Expired | 0.20 | 0.20 |
Weighted average exercise price Outstanding, Ending | 0.12 | $ 0.16 |
Weighted average exercise price, Exercisable | $ 0.12 | |
Weighted average remaining contractual life (years), Ending | 7 months 2 days | |
Weighted average remaining contractual life (years), Exercisable | 7 months 2 days | |
Aggregate intrinsic value Outstanding, Ending | ||
Aggregate intrinsic value, Exercisable |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Feb. 28, 2017 | May 31, 2016 | |
Stock Options [Abstract] | ||
Number of Options Non-vested ,Beginning | 50,000 | 550,000 |
Number of Options, Granted | 350,000 | |
Number of Options, Expired | (50,000) | (50,000) |
Number of Options, Vested | (800,000) | |
Number of Options Non-vested ,Ending | 50,000 | |
Non-vested Weighted Average Grant Date Fair Value, Beginning | $ 0.30 | |
Weighted Average Grant Date Fair Value, Granted | 0.03 | |
Weighted Average Grant Date Fair Value, Expired | $ 0.30 | 0.20 |
Weighted Average Grant Date Fair Value, Vested | 0.14 | |
Non-vested Weighted Average Grant Date Fair Value, Ending | $ 0.30 |
Stock Options (Details 2)
Stock Options (Details 2) - $ / shares | Feb. 28, 2017 | May 31, 2016 | Jun. 01, 2015 |
Number of options | 750,000 | 1,500,000 | 1,675,000 |
Exercise price | $ 0.12 | $ 0.16 | $ 0.17 |
Expiry Date: March 16, 2017 [Member] | |||
Number of options | 400,000 | ||
Exercise price | $ 0.20 | ||
Expiry Date: May 17, 2018 [Member] | |||
Number of options | 350,000 | ||
Exercise price | $ 0.03 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Numerator: | ||||
Net income | $ 931,564 | $ (290,960) | $ (1,079,093) | $ (1,327,746) |
Convertible note interest | 25,393 | |||
Adjusted diluted net income | $ 956,957 | $ (290,960) | $ (1,079,093) | $ (1,327,746) |
Weighted average shares outstanding used in computing net income per share: | ||||
Basic | 116,454,010 | 80,407,995 | 102,822,723 | 75,562,065 |
Effect of dilutive stock options and convertible notes payable | 490,147,327 | |||
Diluted | 606,601,337 | 80,407,995 | 102,822,723 | 75,562,065 |
Net income per share applicable to common stockholders: | ||||
Basic | $ 0.01 | $ 0 | $ (0.01) | $ (0.02) |
Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.02) |
Commitments and Contingencies58
Commitments and Contingencies (Details) | Feb. 28, 2017CAD |
Commitments and Contingencies [Abstract] | |
September 1, 2010 | CAD 10,000 |
September 1, 2011 | 20,000 |
September 1, 2012 | 30,000 |
September 1, 2013 | 40,000 |
September 1, 2014 and each successive anniversary | CAD 50,000 |
Commitments and Contingencies59
Commitments and Contingencies (Details Textual) | Jan. 07, 2017USD ($)shares | Dec. 07, 2016shares | Sep. 10, 2016USD ($)shares | Aug. 22, 2016USD ($)shares | Mar. 14, 2016 | Sep. 03, 2015USD ($) | Jul. 15, 2015USD ($) | Jul. 15, 2015CAD | May 23, 2012USD ($) | Sep. 02, 2009 | Nov. 15, 2013USD ($) | Aug. 31, 2012 | Jul. 31, 2012USD ($) | Feb. 28, 2017USD ($) | Feb. 29, 2016USD ($) | Feb. 28, 2017USD ($)shares | Feb. 28, 2017CADshares | Feb. 29, 2016USD ($) | Sep. 30, 2016USD ($) | May 31, 2015USD ($) | May 31, 2014USD ($) | Oct. 31, 2008USD ($) |
Commitments and Contingencies (Textual) | ||||||||||||||||||||||
Lease term | Until June 30, 2017. | Until June 30, 2017. | The term of the agreement is for twenty years or the expiry of the last patent licensed under the agreement, whichever is later. | |||||||||||||||||||
License fee, description | ● an initial license fee of Cdn$10,000 payable in two installments: Cdn$5,000 upon execution of the agreement (paid) and Cdn$5,000 within thirty days of September 2, 2009 (paid); ● a further license fee of Cdn$15,000 (paid) to be paid within ninety days of September 2, 2009 | |||||||||||||||||||||
Licensor royalty payment description | The Company is to pay the licensor a royalty calculated as 2% of the gross revenue and 15% of any and all consideration directly or indirectly received by the Company from the grant of any sublicense rights. The Company will pay interest at a rate of 1% per month on any amounts past due. | |||||||||||||||||||||
Lease expense | $ 430 | CAD 564 | ||||||||||||||||||||
Research and development amount | CAD | CAD 250,000 | |||||||||||||||||||||
Settlement amount | $ 11,400 | $ 55,000 | $ 55,000 | |||||||||||||||||||
Settlement agreement terms, description | On August 31, 2012, the Company commenced a separate action against the former employee seeking a return of the 1,000,000 shares of common stock and a stay of execution of the judgment. That application is pending and has not yet been heard or determined by the court. The payment of the judgment claim of approximately $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company's claim for the return of the shares cannot yet be determined. | |||||||||||||||||||||
Professional fees | $ (1,664) | $ 18,304 | $ 35,007 | $ 118,378 | ||||||||||||||||||
Convertible debentures carrying value | $ 94,000 | |||||||||||||||||||||
Employee retains, shares | shares | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||||||||
Settlement amount | $ 7,500 | |||||||||||||||||||||
Stock issued in exchange of services, shares | shares | 2,000,000 | |||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||||||||
Consulting agreement description | The Company entered into a consulting agreement for the provision of consulting services until July 7, 2017. Pursuant to the agreement the Company will pay the consultant $35,000 per month and upon the conclusion of the first 30-day period of the agreement. | Consulting agreement for the provision of consulting services until November 22, 2016. | The Company will pay the consultant $10,000 per month ($20,000 paid) and issue 550,000 shares per month for a period of three months. At May 31, 2016, the Company had not issued the shares to the consultant due to non-performance. | |||||||||||||||||||
Consulting agreement periodic payment | $ 35,000 | $ 5,000 | ||||||||||||||||||||
Stock issued in exchange of services, shares | shares | 6,250,000 | 1,000,000 | 2,000,000 | |||||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||||||||||
Settlement agreement terms, description | Payments were made until December 2014, but have not been made after. The plaintiff is seeking relief of amounts owed along with 10% interest per annum, from the date of judgments. All amounts are recorded in these financial statements. | |||||||||||||||||||||
Convertible debentures carrying value | $ 150,000 | $ 59,853 | $ 59,853 | $ 59,853 | $ 114,661 | $ 250,000 | ||||||||||||||||
Debt instrument, periodic payment | $ 10,000 |
Revision of Prior Year Financ60
Revision of Prior Year Financial Statements (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Accounts payable and accrued liabilities | $ 930,290 | $ 836,982 |
Convertible debentures | 868,611 | 668,921 |
Derivative liability | 1,160,791 | 978,245 |
Accumulated deficit | (14,785,181) | (13,706,088) |
Total Mantra Venture Group Ltd. stockholder's deficit | (3,057,261) | (2,441,946) |
Total stockholders' deficit | $ (3,308,151) | (2,678,220) |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Accounts payable and accrued liabilities | 810,575 | |
Convertible debentures | 620,231 | |
Derivative liability | 778,047 | |
Accumulated deficit | (13,430,793) | |
Total Mantra Venture Group Ltd. stockholder's deficit | (2,166,651) | |
Total stockholders' deficit | (2,402,925) | |
Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Accounts payable and accrued liabilities | 26,407 | |
Convertible debentures | 48,690 | |
Derivative liability | 200,198 | |
Accumulated deficit | (275,295) | |
Total Mantra Venture Group Ltd. stockholder's deficit | (275,295) | |
Total stockholders' deficit | (275,295) | |
As Restated [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Accounts payable and accrued liabilities | 836,982 | |
Convertible debentures | 668,921 | |
Derivative liability | 978,245 | |
Accumulated deficit | (13,706,088) | |
Total Mantra Venture Group Ltd. stockholder's deficit | (2,441,946) | |
Total stockholders' deficit | $ (2,678,220) |
Revision of Prior Year Financ61
Revision of Prior Year Financial Statements (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Loss on change in fair value of derivatives | $ (1,231,317) | $ 119,190 | $ 148,280 | $ 210,615 | |
Interest expense | (48,398) | (18,981) | (111,518) | (76,676) | |
Accretion of debt discount | 60,374 | 42,017 | 379,114 | 360,724 | |
Net loss for the period | 926,698 | (294,716) | (1,093,709) | (1,360,648) | |
Net loss attributable to Mantra Venture Group Ltd. | $ 931,564 | $ (290,960) | $ (1,079,093) | $ (1,327,746) | |
As Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Loss on change in fair value of derivatives | $ (401,870) | ||||
Interest expense | (226,665) | ||||
Accretion of debt discount | (439,465) | ||||
Net loss for the period | (1,944,565) | ||||
Net loss attributable to Mantra Venture Group Ltd. | $ (1,900,877) | ||||
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted | $ (0.02) | ||||
Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Loss on change in fair value of derivatives | $ (95,209) | ||||
Interest expense | (157,647) | ||||
Accretion of debt discount | (22,440) | ||||
Net loss for the period | (275,295) | ||||
Net loss attributable to Mantra Venture Group Ltd. | $ (275,295) | ||||
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted | $ (0.01) | ||||
As Restated [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Loss on change in fair value of derivatives | $ (497,079) | ||||
Interest expense | (384,312) | ||||
Accretion of debt discount | (461,905) | ||||
Net loss for the period | (2,219,860) | ||||
Net loss attributable to Mantra Venture Group Ltd. | $ (2,176,172) | ||||
Net loss per share attributable to Mantra Venture Group Ltd. common shareholders, basic and diluted | $ (0.03) |
Revision of Prior Year Financ62
Revision of Prior Year Financial Statements (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ 926,698 | $ (294,716) | $ (1,093,709) | $ (1,360,648) | |
Gain on change in fair value of derivative liability | 31,805 | 199,277 | |||
Initial derivative expenses | (180,096) | (409,892) | |||
Interest related to cash redemption premium on convertible notes | 32,651 | ||||
Accounts payable and accrued liabilities | 153,607 | 182,654 | |||
Accretion of discounts on convertible debentures | $ 379,114 | $ 360,724 | |||
As Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (1,944,565) | ||||
Gain on change in fair value of derivative liability | (179,807) | ||||
Initial derivative expenses | 581,677 | ||||
Interest related to cash redemption premium on convertible notes | 123,188 | ||||
Accounts payable and accrued liabilities | 234,200 | ||||
Accretion of discounts on convertible debentures | 439,465 | ||||
Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | (275,295) | ||||
Gain on change in fair value of derivative liability | (15,899) | ||||
Initial derivative expenses | 111,108 | ||||
Interest related to cash redemption premium on convertible notes | 153,690 | ||||
Accounts payable and accrued liabilities | 26,396 | ||||
Accretion of discounts on convertible debentures | 22,440 | ||||
As Restated [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | (2,219,860) | ||||
Gain on change in fair value of derivative liability | (195,706) | ||||
Initial derivative expenses | 692,785 | ||||
Interest related to cash redemption premium on convertible notes | 276,878 | ||||
Accounts payable and accrued liabilities | 260,596 | ||||
Accretion of discounts on convertible debentures | $ 461,905 |
Revision of Prior Year Financ63
Revision of Prior Year Financial Statements (Details Textual) | 12 Months Ended |
May 31, 2016 | |
Revision of Prior Year Financial Statements (Textual) | |
Effect of error to increase net loss, description | The effect of the error is to increase net loss by $275,295. |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 28, 2017USD ($)$ / sharesshares | Apr. 25, 2017USD ($) | Apr. 10, 2017USD ($)shares | Apr. 07, 2017USD ($)shares | Apr. 01, 2017USD ($)Notesshares | Mar. 15, 2017USD ($)shares | Mar. 13, 2017USD ($)shares | Mar. 07, 2017USD ($)shares | Mar. 02, 2017USD ($)shares | Dec. 01, 2016USD ($)shares | May 19, 2017USD ($)shares | May 18, 2017USD ($)shares |
Debt Settlement Agreement [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Stock issued in exchange of services, value | $ 7,500 | |||||||||||
Stock issued in exchange of services, shares | shares | 2,000,000 | |||||||||||
Debt Settlement Agreement [Member] | Subsequent Events [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Stock issued in exchange of services, value | $ 15,000 | |||||||||||
Stock issued in exchange of services, shares | shares | 6,000,000 | |||||||||||
Common stock issued upon conversion, shares | shares | 2,170,314 | 295,800 | 6,548,937 | 5,954,208 | 5,954,208 | |||||||
Common stock issued upon conversion, value | $ 3,527 | $ 11,832 | $ 11,068 | $ 10,063 | $ 10,837 | |||||||
Number of convertible notes | Notes | 2 | |||||||||||
Debt Settlement Agreement [Member] | Accounts Payable [Member] | Subsequent Events [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Common stock issued upon conversion, shares | shares | 4,491,018 | |||||||||||
Common stock issued upon conversion, value | $ 15,000 | |||||||||||
Debt conversion, due date | Jan. 17, 2017 | |||||||||||
Debt Settlement Agreement [Member] | New Director [Member] | Subsequent Events [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Stock issued in exchange of services, value | $ 1,801,647 | $ 1,491,018 | ||||||||||
Stock issued in exchange of services, shares | shares | 62,125,755 | 62,125,755 | ||||||||||
Asset Purchase Agreement [Member] | Inter Cloud [Member] | Subsequent Events [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Business acquisition, percentage | 80.10% | |||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||
Potential earn-out, description | (i) three times EBITDA (as defined in the Asset Purchase Agreement) of the Business for the six-month period immediately following the closing and (ii) $1,500,000. | |||||||||||
Debt instrument, accrued interest rate | 8.00% | |||||||||||
Unsecured note, maturity term | 1 year | |||||||||||
Common stock conversion price, percentage | 75.00% | |||||||||||
Number of trading days | 15 days | |||||||||||
Securities Purchase Agreement [Member] | Lender [Member] | Subsequent Events [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Aggregate principal amount | $ 440,000 | |||||||||||
Debt instrument, accrued interest rate | 8.00% | |||||||||||
Common stock conversion price, percentage | 75.00% | |||||||||||
Number of trading days | 15 days | |||||||||||
Aggregate purchase price of common stock | $ 400,000 | |||||||||||
Term of warrants | 3 years | |||||||||||
Warrants to purchase of common stock | shares | 27,500,000 | |||||||||||
Debt conversion, due date | Apr. 27, 2018 | |||||||||||
Exercise price of the warrants | $ / shares | $ 0.0255 |