Document and Entity Information
Document and Entity Information | 6 Months Ended |
Nov. 30, 2015shares | |
Document and Entity Information: | |
Entity Registrant Name | Mantra Venture Group Ltd. |
Document Type | 10-Q |
Document Period End Date | Nov. 30, 2015 |
Trading Symbol | mvtg |
Amendment Flag | false |
Entity Central Index Key | 1,413,891 |
Current Fiscal Year End Date | --05-31 |
Entity Common Stock, Shares Outstanding | 78,138,619 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
MANTRA VENTURE GROUP LTD. - Con
MANTRA VENTURE GROUP LTD. - Consolidated Balance Sheets - USD ($) | Nov. 30, 2015 | May. 31, 2015 | |
Current Assets: | |||
Cash | $ 7,446 | ||
Accounts receivable | $ 7,941 | 25,527 | |
Deferred finance costs | 4,583 | 7,085 | |
Prepaid expenses and deposits | 36,693 | 126,146 | |
Total Current Assets | 49,217 | 166,204 | |
Deposit | 8,000 | 8,000 | |
Restricted cash | 14,550 | 20,734 | |
Property and equipment, net | 83,036 | 90,205 | |
Intangible assets, net | 64,984 | 54,577 | |
Total Assets | 219,787 | 339,720 | |
Current liabilities: | |||
Checks issued in excess of funds on deposit | 5,636 | ||
Accounts payable and accrued liabilities | 737,621 | 613,875 | |
Due to related parties | 91,519 | 112,193 | |
Loans payable | 183,670 | 190,106 | |
Obligations under capital lease, current | 10,929 | 17,325 | |
Convertible debentures, net | [1] | 447,064 | 237,333 |
Derivative liability | 519,082 | 353,668 | |
Total Current Liabilities | 1,995,521 | 1,524,500 | |
Obligations under capital lease | 2,870 | ||
Total Liabilities | $ 1,998,391 | $ 1,524,500 | |
Stockholders' Deficit: | |||
Preferred stock | [2] | ||
Common stock | [3] | $ 783 | $ 715 |
Additional paid-in capital | 10,934,305 | 10,462,265 | |
Common stock subscribed | 74,742 | 74,742 | |
Accumulated deficit | (12,566,702) | (11,529,916) | |
Total Stockholders' deficit | (1,556,872) | (992,194) | |
Non-contolling interest | (221,732) | (192,586) | |
Total Stockholders' equity deficit | (1,778,604) | (1,184,780) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 219,787 | $ 339,720 | |
[1] | net of discount of $231,655 and $189,520, respectively. | ||
[2] | 20,000,000 shares authorized, par value $0.00001 0 shares issued and outstanding. | ||
[3] | 100,000,000 shares authorized, par value $0.0001; 78,138,619 and 71,516,581 shares issued and outstanding as of November 30, 2015 and May 31, 2015 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Statement of Financial Position | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Par Value | $ 0.00001 | $ 0.00001 |
MANTRA VENTURE GROUP LTD. - Co4
MANTRA VENTURE GROUP LTD. - Consolidated Statements of Operations | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2015USD ($)$ / shares | Nov. 30, 2014USD ($)$ / shares | Nov. 30, 2015USD ($)$ / shares | Nov. 30, 2014USD ($)$ / shares | ||
Income Statement | |||||
Revenues | $ 37,130 | $ 22,566 | $ 50,768 | $ 77,796 | |
Cost of goods sold | |||||
Gross profit | $ 37,130 | $ 22,566 | $ 50,768 | $ 77,796 | |
Operating Expenses: | |||||
Business development | 5,708 | 1,022 | 15,933 | ||
Consulting and advisory | 54,471 | 123,190 | 146,593 | 259,584 | |
Depreciation and amortization | 7,794 | 10,066 | 11,225 | 20,050 | |
Foreign exchange gain | 268 | (24,442) | (459) | (46,988) | |
General and administrative | 10,316 | 22,632 | 36,507 | 83,999 | |
License fees | 37,445 | 45,941 | 37,445 | 45,941 | |
Management fees | 51,170 | 56,541 | 118,438 | 115,999 | |
Professional fees | 74,499 | 72,709 | 100,074 | 69,766 | |
Public listing costs | 1,667 | 18,012 | 11,519 | 31,067 | |
Rent | 10,079 | 15,561 | 31,027 | 33,545 | |
Research and development | 40,580 | 224,974 | 92,902 | 567,409 | |
Supplies | 3,076 | 17,077 | 3,076 | 17,077 | |
Travel and promotion | 5,942 | 65,496 | 33,074 | 133,717 | |
Wages and benefits | 7,091 | 2,430 | 20,008 | ||
Total operating expenses | 297,307 | 660,556 | 624,873 | 1,367,107 | |
Loss before other expense | (260,177) | (637,990) | (574,105) | (1,289,311) | |
Other income (expense) | |||||
(Loss) Gain on settlement of debt | 1,759 | (24,000) | 1,759 | ||
Accretion of discounts on convertible debentures | (136,797) | (13,379) | (318,707) | (21,828) | |
Loss on change in fair value of derivatives | (298,121) | (91,425) | |||
Interest expense | (34,147) | (8,685) | (57,695) | (17,970) | |
Total other income expense | (469,065) | (20,305) | (491,827) | (38,039) | |
Net loss | (729,242) | (658,295) | (1,065,932) | (1,327,350) | |
Less: net loss attributable to the non-controlling interest | 13,179 | 24,389 | 29,146 | 41,085 | |
Net loss attributable | [1] | $ (716,063) | $ (633,906) | $ (1,036,786) | $ (1,286,265) |
Net loss per share attributable to common shareholders, basic and diluted | $ / shares | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | |
[1] | attributable to Mantra Venture Group Ltd. |
MANTRA VENTURE GROUP LTD. - Co5
MANTRA VENTURE GROUP LTD. - Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | May. 31, 2014 | |
Cash flows from operating activities: | ||||||
Net loss | $ (729,242) | $ (658,295) | $ (1,065,932) | $ (1,327,350) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
(Gain) in fair value of derivative liability | (268,442) | |||||
Amortization of finance costs | 15,502 | 15,502 | ||||
Accretion of discounts on convertible debentures | 318,707 | 21,828 | ||||
Depreciation and amortization | $ 7,794 | 10,066 | 11,225 | 20,050 | ||
Foreign exchange loss (gain) | (7,841) | (3,982) | ||||
Initial derivative expenses | 359,867 | |||||
Shares issued for services | 30,001 | |||||
Stock-based compensation on options and warrants | 19,118 | 290,450 | ||||
Loss (gain) on settlement of debt | 24,000 | (1,759) | ||||
Changes in nonoperating assets and liabilities: | ||||||
Amounts receivable, increase decrease | 17,586 | 147,364 | ||||
Prepaid expenses and deposits, increase decrease | 89,453 | 98,370 | ||||
Accounts payable and accrued liabilities, increase decrease | 153,500 | (99,650) | ||||
Due to related parties, increase decrease | (20,674) | (85,987) | ||||
Net Cash Used In Operating Activities | (323,930) | (940,666) | ||||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (682) | (20,549) | ||||
Investment in intangible assets | (12,161) | (25,454) | ||||
Net Cash Used In Investing Activities | (12,843) | (46,003) | ||||
Cash flows from financing activities: | ||||||
Repayment of capital lease obligations | (3,309) | (5,719) | ||||
Repayment of loan payable | (50,000) | (45,956) | ||||
Proceeds from notes payable | 50,000 | |||||
Proceeds from issuance of convertible debentures | 312,000 | $ 54,808 | $ 40,000 | |||
Checks issued in excess of funds on deposit | 5,636 | |||||
Proceeds from issuance of common stock and subscriptions received | 15,000 | 173,787 | ||||
Net Cash Provided By Financing Activities | 329,327 | 122,112 | ||||
Change in cash | (7,446) | (864,557) | ||||
Cash, beginning of period | 7,446 | 931,886 | 931,886 | |||
Cash, end of period | $ 67,329 | 67,329 | $ 7,446 | $ 931,886 | ||
Non-cash investing and financing activities: | ||||||
Common stock issued to relieve common stock subscribed | 112,625 | |||||
Common stock issued to settle accounts payable and debt | 24,000 | $ 9,019 | ||||
Common stock issued for conversion of notes payable | $ 359,988 | |||||
Common stock issued for pre-paid asset | ||||||
Original issue discounts | $ 26,087 | |||||
Debt issuance cost | 13,000 | |||||
Original debt discount against derivative liability | 334,755 | |||||
Supplemental disclosures: | ||||||
Interest paid | $ 9,333 | $ 6,023 | ||||
Income taxes paid |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
1. Basis of Presentation | 1. Basis of Presentation 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, 2015. 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 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 November 30, 2015, the Company has an accumulated loss of $12,566,702, a working capital deficit of $1,946,304 and no cash. 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. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
2. Significant Accounting Policies | 2. Significant Accounting Policies (a) Basis of Presentation/Principles of Consolidation These 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) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, valuation of inventory, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. (d) Accounts Receivable The Company recognizes allowances for doubtful accounts to ensure accounts receivable are not overstated due to the inability or unwillingness of its customers to make required payments. The allowance is based on historical bad debt expense, the age of receivable and the specific identification of receivables the Company considers at risk. The Company had no allowance for doubtful accounts as of November 30, 2015 and 2014. (e) Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Automotive 3 years straight-line basis Computer equipment 3 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis (f) Intangible Assets Intangible assets consist of patents and are stated at cost and have a definite life. Intangible assets are amortized over their estimated useful lives. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. (g) Long-lived Assets In accordance with ASC 360, “ Property, Plant and Equipment (h) Foreign Currency Translation Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. (i) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes As of November 30, 2015 and 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2015. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the six month period ended November 30, 2015 and 2014, there were no charges for interest or penalties. (j) Technology Development Revenue Recognition The Company performs research and development services. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered reasonably assured and can be reasonably estimated. Revenue is based on direct labor hours expended at contract billing rates plus other billable direct costs. (k) Research and Development Costs Research and development costs are expensed as incurred. (l) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. (m) Loss Per Share The Company computes loss per share in accordance with ASC 260, " Earnings per Share (n) Comprehensive Loss ASC 220, “ Comprehensive Income (o) 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. (p) Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the six months ended November 30, 2015 and 2014. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 10 for additional information. (q) Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging |
3. Restricted Cash
3. Restricted Cash | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
3. Restricted Cash | 3. Restricted Cash Restricted cash represents cash pledged as security for the CompanyÂ’s credit cards. |
4. Property and Equipment
4. Property and Equipment | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
4. Property and Equipment | 4. Property and Equipment Cost $ Accumulated depreciation $ November 30, 2015 Net carrying value $ May 31, 2015 Net carrying value $ Furniture and equipment 2,496 707 1,788 2,039 Computer 5,341 5,118 224 829 Research equipment 140,631 77,588 63,043 69,739 Vehicles under capital lease 71,283 53,302 17,981 17,598 219,751 136,715 83,036 90,205 |
5. Intangible Assets
5. Intangible Assets | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
5. Intangible Assets | 5. Intangible Assets Cost $ Accumulated amortization $ November 30, 2015 Net carrying value $ May 31, 2015 Net carrying value $ Patents 70,789 5,805 64,984 54,577 Estimated Future Amortization Expense: $ For year ending May 31, 2016 2,604 For year ending May 31, 2017 5,208 For year ending May 31, 2018 5,208 For year ending May 31, 2019 5,208 For year ending May 31, 2020 5,208 |
6. Related Party Transactions
6. Related Party Transactions | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
6. Related Party Transactions | 6. Related Party Transactions a) During the six months ended November 30, 2015, the Company incurred management fees of $ 65,485 (2014 - $ 86,816 ) to the President of the Company. b) During the six months ended November 30, 2015, the Company incurred management fees of $ 23,820 (2014 - $ 29,183 ) to the spouse of the President of the Company. c) During the six months ended November 30, 2015, the Company incurred research and development fees of $28,920 (2014 - $ 39,503 ) to a director of the Company. d) The Company recorded $ 29,133 of management fees for the vesting of options previously granted to officers and directors. e) As at November 30, 2015, the Company owes a total of $ 74,007 (May 31, 2015 - $ 93,418 ) 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 November 30, 2015, the Company owes $ 17,512 (May 31, 2015 - $ 18,775 ) to an officer and a director of the Company, which is non-interest bearing, unsecured, and due on demand. |
7. Loans Payable
7. Loans Payable | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
7. Loans Payable | 7. Loans Payable (a) As at November 30, 2015, the amount of $47,321 (Cdn$63,300) (May 31, 2015 - $50,738 (Cdn$63,300)) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (b) As at November 30, 2015, the amount of $17,500 (May 31, 2015 - $17,500) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (c) As at November 30, 2015, the amount of $15,000 (May 31, 2015 - $15,000) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (d) As at November 30, 2015, the amount of $14,150 (Cdn$18,895) (May 31, 2015 -$15,171 (Cdn$18,895)) is owed to a non-related party, which is non-interest bearing, unsecured, and due on demand. (e) As at November 30, 2015, the amounts of $35,209 (Cdn$37,000) (May 31, 2015 - $37,207 (Cdn$37,000)) are owed to a non-related party which are non-interest bearing, unsecured, and due on demand. (f) As at November 30, 2015, the amount of $4,490 (May 31, 2015- $4,490) is owed to a non-related party which is non-interest bearing, unsecured, and due on demand. (g) 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. (h) 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 six months ended November 30, 2015, the Company repaid the $ 50,000 note and $ 1,200 of accrued interest remains owing. The rights issued with the note qualified for derivative accounting and under ASC 815-15 “ Derivatives and Hedging 9,755 resulted in a discount to the note payable of $9,755. During the six months ended November 30, 2015, the Company recorded accretion of $ 9,755 . |
8. Obligations Under Capital Le
8. Obligations Under Capital Lease | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
8. 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. 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 November 30, 2015: Year ending May 31: $ 2016 9,382 2017 4,507 2018 751 Net minimum lease payments 14,640 Less: amount representing interest payments (841) Present value of net minimum lease payments 13,799 Less: current portion (10,929) Long-term portion 2,870 At the end of the leases, the Company has the option to purchase the two vehicles for $1 and $9,000, respectively. |
9. Convertible Debentures
9. Convertible Debentures | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
9. 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. 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. 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 November 30, 2015, the other remaining debenture of $50,000 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 November 30, 2015, the carrying value of the convertible promissory note was $10,000 and the note remained outstanding and in default. (c) On September 11, 2013, the Company issued a convertible debenture for total proceeds of $58,000, 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 $58,000 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 $58,000. As at November 30, 2015, the carrying value of the convertible promissory note was $58,000 and the note remained outstanding and in default. (d) On October 18, 2013, the Company issued a convertible debenture for total proceeds of $94,000, 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 $94,000 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 $94,000. As at November 30, 2015, the carrying value of the convertible promissory note was $94,000 and the note remained outstanding and in default. (e) 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 November 30, 2015, the carrying value of the convertible promissory note was $14,164. (f) 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 November 30, 2015, the carrying value of the convertible promissory note was $11,787. (g) On February 17, 2015, the Company issued a convertible note in the principal amount of $125,000. 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. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging (h) 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. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 “ Derivatives and Hedging (i) On September 8, 2015, the Company issued a convertible note in the principal amount of $326,087. During the six months ended November 30, 2015, the Company received the initial tranches of $225,000 net of a $26,087 original issue discount. The note bears interest at 12% 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 |
10. Derivative Liabilities
10. Derivative Liabilities | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
10. Derivative Liabilities | 10. Derivative Liabilities The embedded conversion option of the convertible debenture described in Note 9(g) 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(g), 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(h) and 9(i), and the rights described in Note 7(h) 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. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: November 30, 2015 May 31, 2015 Balance at the beginning of period $ 353,668 $ – Addition of new derivative liabilities (embedded conversion options) 694,623 160,244 Conversion of derivative liability (260,767) - Change in fair value of embedded conversion option (268,442) 193,424 Balance at the end of the period $ 519,082 $ 353,668 The following table summarizes the change in fair value of derivatives: November 30, 2015 November 30, 2014 Fair value of derivative liabilities in excess of note proceeds received $ (359,867) $ – Change in fair value of derivative liabilities during period 268,442 – Change in fair value of derivatives $ (91,425) $ – 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 (in years) At issuance 134-184% 0.07-0.74% 0% 0.50-2.00 At November 30, 2015 171-182% 0.25-0.51% 0% 0.78-1.00 |
11. Common Stock
11. Common Stock | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
11. Common Stock | 11. Common Stock (a) As at November 30, and May 31, 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 CompanyÂ’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 November 30, and May 31, 2015 the CompanyÂ’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 November 30, and May 31, 2015, the CompanyÂ’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 . Stock transactions during the six months ended November 30, 2015: (a) On July 1, 2015, the Company issued 150,000 common shares with a fair value of $30,000 pursuant to a consulting agreement. (b) On July 20, 2015, the Company issued 93,750 common shares at $0.16 per share for proceeds of $15,000. (c) On July 22, 2015, the Company issued 300,000 shares to settle $24,000 owed to a creditor. The shares had a fair value of $48,000 and the Company recorded a loss on settlement of debt of $24,000. (d) On August 24, 2015, the Company issued 322,872 shares of common stock upon the conversion of $15,000 of principal of the convertible note described in Note 9(g). (e) On September 21, 2015, the Company issued 676,132 shares of common stock upon the conversion of $20,000 of principal of the convertible note described in Note 9(g). (f) On October 22, 2015, the Company issued 1,581,778 shares of common stock upon the conversion of $20,000 of principal of the convertible note described in Note 9(g). (g) On November 9, 2015, the Company issued 3,497,506 shares of common stock upon the conversion of $44,222 of principal of the convertible note described in Note 9(g). |
12. Share Purchase Warrants
12. Share Purchase Warrants | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
12. Share Purchase Warrants | 12. Share Purchase Warrants The following table summarizes the continuity of share purchase warrants: Number of warrants Weighted average exercise price $ Balance, May 31, 2015 5,258,333 0.44 Issued 100,000 0.15 Balance, November 30, 2015 5,358,333 0.44 As at November 30, 2015, the following share purchase warrants were outstanding: Number of warrants Exercise price $ Expiry date 150,000 0.60 November 18, 2016 500,000 0.60 February 27, 2017 333,333 0.80 June 4, 2017 200,000 0.80 July 11, 2017 100,000 0.15 August 4, 2017 4,075,000 0.37 April 10, 2019 5,358,333 |
13. Stock Options
13. Stock Options | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
13. Stock Options | 13. Stock Options During the six months ended November 30, 2015, the Company recorded $ 19,118 related to the vesting of previously granted stock options. The following table summarizes the continuity of the Company’s stock options: Number of options Weighted average exercise price $ Weighted average remaining contractual life (years) Aggregate intrinsic value $ Outstanding, May 31, 2015 1,675,000 0.20 Expired (300,000) 0.20 Outstanding, November 30, 2015 1,375,000 0.20 0.90 – Exercisable, November 30, 2015 1,125,000 0.24 0.89 – A summary of the changes of the Company’s non-vested stock options is presented below: Non-vested stock options Number of Options Weighted Average Grant Date Fair Value $ Non-vested at May 31, 2015 550,000 0.23 Vested (300,000) 0.19 Non-vested at November 30, 2015 250,000 0.17 As at November 30, 2015, there was $ 4,030 of unrecognized compensation cost related to non-vested stock option agreements. This cost is expected to be recognized over a weighted average period of 0.28 years. Additional information regarding stock options as of November 30, 2015 is as follows: Number of options Exercise price $ Expiry date 175,000 0.20 April 28, 2016 200,000 0.30 July 17, 2016 200,000 0.10 August 1, 2016 200,000 0.20 November 1, 2016 200,000 0.20 December 9, 2016 400,000 0.20 March 16, 2017 1,375,000 The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions: November 30, 2015 November 30, 2014 Risk-free Interest rate – 0.48% Expected life (in years) – 1.97 Expected volatility – 111% During the six month period ended November 30, 2015, the Company recorded stock-based compensation of $0 (2014 - $248,690) for stock options granted. The weighted average fair value of the stock options granted for the six month period ended November 30, 2015 - $0.42 per option. |
14. Commitments and Contingenci
14. Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
14. Commitments and Contingencies | 14. 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: · · · 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 $55,000 is dependent upon whether the former employee will first return the 1,000,000 shares of common stock noted above. The probable outcome of the Company’s claim for the return of the shares cannot yet be determined. (c) On May 7, 2014, the Company entered into a two year office space lease commencing July 1, 2014. Pursuant to the lease, the Company is required to pay Cdn$ 2,683 plus taxes per month. In addition, on June 1, 2014, the Company entered into a two year office space lease commencing June 1, 2014. Pursuant to the lease, the Company is required to pay Cdn$1,240 plus taxes per month. The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the minimum lease payments as of November 30, 2015: Fiscal year ending May 31: $ 2016 17,627 2017 2,032 19,637 (d) On November 1, 2014, the Company’s subsidiary entered into an employment agreement. Pursuant to the agreement, the employee will perform services for a term of one year for base remuneration of $ 80,000 per annum. In addition, the Company granted to the employee 100,000 stock options exercisable at a price of $0.20 per share. These options are non-transferrable, vest immediately, and expire upon the earlier of 24 months, or upon termination of the employment agreements. (e) On November 1, 2014, the Company’s subsidiary entered into an employment agreement. Pursuant to the agreement, the employee will perform services for a term of one year for base remuneration of $ 86,000 per annum. In addition, the Company granted to the employee 100,000 stock options exercisable at a price of $0.20 per share. These options are non-transferrable, vest immediately, and expire upon the earlier of 24 months, or upon termination of the employment agreements. (f) 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. (g) On June 15, 2015, the Company entered into a consulting agreement pursuant to which the consultant will provide consulting services for six months in consideration for $ 65,000 per year. (h) On July 1 2015, the Company entered into a consulting agreement pursuant to which the consultant will provide consulting services for a period of six months in consideration for 150,000 common shares and $ 3,000 per month for the first three months and $ 5,000 per month for the remaining three months. On July 1, 2015, the Company issued 150,000 shares to the consultant. (i) 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. |
15. Subsequent Events
15. Subsequent Events | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
15. Subsequent Events | Subsequent Events On December 4, 2015, the holder of the convertible debentures described in Notes 9(g) and (h) 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. |
2. Significant Accounting Pol21
2. Significant Accounting Policies: Basis of Presentation/principles of Consolidation (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Basis of Presentation/principles of Consolidation | (a) Basis of Presentation/Principles of Consolidation These 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. |
2. Significant Accounting Pol22
2. Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, valuation of inventory, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the CompanyÂ’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
2. Significant Accounting Pol23
2. Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
2. Significant Accounting Pol24
2. Significant Accounting Policies: Accounts Receivable (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Accounts Receivable | (d) Accounts Receivable The Company recognizes allowances for doubtful accounts to ensure accounts receivable are not overstated due to the inability or unwillingness of its customers to make required payments. The allowance is based on historical bad debt expense, the age of receivable and the specific identification of receivables the Company considers at risk. The Company had no allowance for doubtful accounts as of November 30, 2015 and 2014. |
2. Significant Accounting Pol25
2. Significant Accounting Policies: Property and Equipment (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Property and Equipment | (e) Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Automotive 3 years straight-line basis Computer equipment 3 years straight-line basis Leasehold improvements 5 years straight-line basis Office equipment and furniture 5 years straight-line basis Research equipment 5 years straight-line basis |
2. Significant Accounting Pol26
2. Significant Accounting Policies: Intangible Assets (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Intangible Assets | (f) Intangible Assets Intangible assets consist of patents and are stated at cost and have a definite life. Intangible assets are amortized over their estimated useful lives. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. |
2. Significant Accounting Pol27
2. Significant Accounting Policies: Long-lived Assets (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Long-lived Assets | (g) Long-lived Assets In accordance with ASC 360, “ Property, Plant and Equipment |
2. Significant Accounting Pol28
2. Significant Accounting Policies: Foreign Currency Translation (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Foreign Currency Translation | (h) Foreign Currency Translation Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. The CompanyÂ’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into U.S. dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. |
2. Significant Accounting Pol29
2. Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Income Taxes | (i) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes As of November 30, 2015 and 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2015. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the six month period ended November 30, 2015 and 2014, there were no charges for interest or penalties. |
2. Significant Accounting Pol30
2. Significant Accounting Policies: Technology Development Revenue Recognition (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Technology Development Revenue Recognition | (j) Technology Development Revenue Recognition The Company performs research and development services. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered reasonably assured and can be reasonably estimated. Revenue is based on direct labor hours expended at contract billing rates plus other billable direct costs. |
2. Significant Accounting Pol31
2. Significant Accounting Policies: Research and Development Costs (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Research and Development Costs | (k) Research and Development Costs Research and development costs are expensed as incurred. |
2. Significant Accounting Pol32
2. Significant Accounting Policies: Stock-based Compensation (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Stock-based Compensation | (l) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. |
2. Significant Accounting Pol33
2. Significant Accounting Policies: Loss Per Share (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Loss Per Share | (m) Loss Per Share The Company computes loss per share in accordance with ASC 260, " Earnings per Share |
2. Significant Accounting Pol34
2. Significant Accounting Policies: Comprehensive Loss (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Comprehensive Loss | (n) Comprehensive Loss ASC 220, “ Comprehensive Income |
2. Significant Accounting Pol35
2. Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Recent Accounting Pronouncements | (o) 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. |
2. Significant Accounting Pol36
2. Significant Accounting Policies: Fair Value Measurements (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Fair Value Measurements | (p) Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the six months ended November 30, 2015 and 2014. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 10 for additional information. |
2. Significant Accounting Pol37
2. Significant Accounting Policies: Derivative Liabilities (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Derivative Liabilities | (q) Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging |
4. Property and Equipment_ Prop
4. Property and Equipment: Property, Plant and Equipment (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Property, Plant and Equipment | Cost $ Accumulated depreciation $ November 30, 2015 Net carrying value $ May 31, 2015 Net carrying value $ Furniture and equipment 2,496 707 1,788 2,039 Computer 5,341 5,118 224 829 Research equipment 140,631 77,588 63,043 69,739 Vehicles under capital lease 71,283 53,302 17,981 17,598 219,751 136,715 83,036 90,205 |
5. Intangible Assets_ Schedule
5. Intangible Assets: Schedule of Finite-Lived Intangible Assets (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Finite-Lived Intangible Assets | Cost $ Accumulated amortization $ November 30, 2015 Net carrying value $ May 31, 2015 Net carrying value $ Patents 70,789 5,805 64,984 54,577 |
5. Intangible Assets_ Finite-li
5. Intangible Assets: Finite-lived Intangible Assets Amortization Expense (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Finite-lived Intangible Assets Amortization Expense | $ For year ending May 31, 2016 2,604 For year ending May 31, 2017 5,208 For year ending May 31, 2018 5,208 For year ending May 31, 2019 5,208 For year ending May 31, 2020 5,208 |
8. Obligations Under Capital 41
8. Obligations Under Capital Lease: Schedule of Future Minimum Lease Payments for Capital Leases (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Future Minimum Lease Payments for Capital Leases | Year ending May 31: $ 2016 9,382 2017 4,507 2018 751 Net minimum lease payments 14,640 Less: amount representing interest payments (841) Present value of net minimum lease payments 13,799 Less: current portion (10,929) Long-term portion 2,870 |
10. Derivative Liabilities_ Cha
10. Derivative Liabilities: Changes in the fair value of the Company's Level 3 Financial Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Changes in the fair value of the Company's Level 3 Financial Liabilities | November 30, 2015 May 31, 2015 Balance at the beginning of period $ 353,668 $ – Addition of new derivative liabilities (embedded conversion options) 694,623 160,244 Conversion of derivative liability (260,767) - Change in fair value of embedded conversion option (268,442) 193,424 Balance at the end of the period $ 519,082 $ 353,668 |
10. Derivative Liabilities_ C43
10. Derivative Liabilities: Change in Fair Value of Derivatives Table Text Block (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Change in Fair Value of Derivatives Table Text Block | November 30, 2015 November 30, 2014 Fair value of derivative liabilities in excess of note proceeds received $ (359,867) $ – Change in fair value of derivative liabilities during period 268,442 – Change in fair value of derivatives $ (91,425) $ – |
10. Derivative Liabilities_ Fai
10. Derivative Liabilities: Fair Value Assumptions Used in Fair Value Calculation (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Fair Value Assumptions Used in Fair Value Calculation | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 134-184% 0.07-0.74% 0% 0.50-2.00 At November 30, 2015 171-182% 0.25-0.51% 0% 0.78-1.00 |
12. Share Purchase Warrants_ Sc
12. Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights, Activity Table Text Block (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity Table Text Block | Number of warrants Weighted average exercise price $ Balance, May 31, 2015 5,258,333 0.44 Issued 100,000 0.15 Balance, November 30, 2015 5,358,333 0.44 |
12. Share Purchase Warrants_ 46
12. Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Number of warrants Exercise price $ Expiry date 150,000 0.60 November 18, 2016 500,000 0.60 February 27, 2017 333,333 0.80 June 4, 2017 200,000 0.80 July 11, 2017 100,000 0.15 August 4, 2017 4,075,000 0.37 April 10, 2019 5,358,333 |
13. Stock Options_ Schedule of
13. Stock Options: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of options Weighted average exercise price $ Weighted average remaining contractual life (years) Aggregate intrinsic value $ Outstanding, May 31, 2015 1,675,000 0.20 Expired (300,000) 0.20 Outstanding, November 30, 2015 1,375,000 0.20 0.90 – Exercisable, November 30, 2015 1,125,000 0.24 0.89 – |
13. Stock Options_ Schedule o48
13. Stock Options: Schedule of Nonvested Share Activity (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Nonvested Share Activity | Non-vested stock options Number of Options Weighted Average Grant Date Fair Value $ Non-vested at May 31, 2015 550,000 0.23 Vested (300,000) 0.19 Non-vested at November 30, 2015 250,000 0.17 |
13. Stock Options_ Disclosure o
13. Stock Options: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Number of options Exercise price $ Expiry date 175,000 0.20 April 28, 2016 200,000 0.30 July 17, 2016 200,000 0.10 August 1, 2016 200,000 0.20 November 1, 2016 200,000 0.20 December 9, 2016 400,000 0.20 March 16, 2017 1,375,000 |
13. Stock Options_ Schedule o50
13. Stock Options: Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | November 30, 2015 November 30, 2014 Risk-free Interest rate – 0.48% Expected life (in years) – 1.97 Expected volatility – 111% |
14. Commitments and Contingen51
14. Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Fiscal year ending May 31: $ 2016 17,627 2017 2,032 19,637 |
1. Basis of Presentation (Detai
1. Basis of Presentation (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Details | ||
Accumulated deficit | $ 12,566,702 | $ 11,529,916 |
Working Capital Deficit | $ 1,946,304 |
2. Significant Accounting Pol53
2. Significant Accounting Policies: Loss Per Share (Details) - shares | Nov. 30, 2015 | May. 31, 2015 |
Details | ||
Own-share Lending Arrangement, Counterparty Default, Earnings Per Share, Shares | 34,949,950 | 8,838,205 |
2. Significant Accounting Pol54
2. Significant Accounting Policies: Derivative Liabilities (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Details | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 519,082 | $ 353,668 |
4. Property and Equipment_ Pr55
4. Property and Equipment: Property, Plant and Equipment (Details) | Nov. 30, 2015USD ($) |
Cost | |
Furniture and Fixtures, Gross | $ 2,496 |
Machinery and Equipment, Gross | 5,341 |
Property, Plant and Equipment, Other, Gross | 140,631 |
Property, Plant and Equipment, Other, Net | 71,283 |
Accumulated Depreciation | |
Furniture and Fixtures, Gross | 707 |
Machinery and Equipment, Gross | 5,118 |
Property, Plant and Equipment, Other, Gross | 77,588 |
Property, Plant and Equipment, Other, Net | 53,302 |
Net Carrying Value- November 30, 2015 | |
Furniture and Fixtures, Gross | 1,788 |
Machinery and Equipment, Gross | 224 |
Property, Plant and Equipment, Other, Gross | 63,043 |
Property, Plant and Equipment, Other, Net | 17,981 |
Net Carrying Value- May 31, 2015 | |
Furniture and Fixtures, Gross | 2,039 |
Machinery and Equipment, Gross | 829 |
Property, Plant and Equipment, Other, Gross | 69,739 |
Property, Plant and Equipment, Other, Net | $ 17,598 |
5. Intangible Assets_ Schedul56
5. Intangible Assets: Schedule of Finite-Lived Intangible Assets (Details) | May. 31, 2015USD ($) |
Cost | |
Finite-Lived Patents, Gross | $ 70,789 |
Accumulated Amortization | |
Finite-Lived Patents, Gross | 5,805 |
Net Carrying Value- November 30, 2015 | |
Finite-Lived Patents, Gross | 64,984 |
Net Carrying Value- May 31, 2015 | |
Finite-Lived Patents, Gross | $ 54,577 |
5. Intangible Assets_ Finite-57
5. Intangible Assets: Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) | 12 Months Ended | ||||
May. 31, 2020 | May. 31, 2019 | May. 31, 2018 | May. 31, 2017 | May. 31, 2016 | |
Details | |||||
Future Amortization Expense | $ 5,208 | $ 5,208 | $ 5,208 | $ 5,208 | $ 2,604 |
6. Related Party Transactions (
6. Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | |
Research and development | $ 40,580 | $ 224,974 | $ 92,902 | $ 567,409 | |
President | |||||
Management Fee Expense | 65,485 | 86,816 | |||
Due to Related Parties, Current | 74,007 | 74,007 | $ 93,418 | ||
Spouse of the President | |||||
Management Fee Expense | 23,820 | 29,183 | |||
Director | |||||
Research and development | 28,920 | $ 39,503 | |||
Officers and Directors | |||||
Management Fee Expense | 29,133 | ||||
Due to Related Parties, Current | $ 17,512 | $ 17,512 | $ 18,775 |
7. Loans Payable (Details)
7. Loans Payable (Details) - USD ($) | 6 Months Ended | ||||
Nov. 30, 2015 | Sep. 04, 2015 | Aug. 04, 2015 | May. 31, 2015 | Mar. 31, 2012 | |
Common stock subscribed | $ 74,742 | $ 74,742 | $ 50,000 | ||
Temporary Equity, Share Subscriptions | 10,000,000 | ||||
Notes Payable, Current | $ 50,000 | ||||
Accounts Payable, Interest-bearing, Interest Rate | 180.00% | 120.00% | |||
Repaid Notes | 50,000 | ||||
Increase (Decrease) in Accrued Interest Receivable, Net | 1,200 | ||||
Fair Value Adjustment of Warrants | 9,755 | ||||
Accretion of Discount | 9,755 | ||||
Non-related party 1 | |||||
Notes and Loans Payable, Current | 47,321 | 50,738 | |||
Non-related party 2 | |||||
Notes and Loans Payable, Current | 17,500 | 17,500 | |||
Non-related party 3 | |||||
Notes and Loans Payable, Current | 15,000 | 15,000 | |||
Non-related party 4 | |||||
Notes and Loans Payable, Current | 14,150 | 15,171 | |||
Non-related party 5 | |||||
Notes and Loans Payable, Current | 35,209 | 37,207 | |||
Non-related party 6 | |||||
Notes and Loans Payable, Current | $ 4,490 | $ 4,490 |
8. Obligations Under Capital 60
8. Obligations Under Capital Lease: Schedule of Future Minimum Lease Payments for Capital Leases (Details) | Nov. 30, 2015USD ($) |
Year Ending May 31, 2016 | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | $ 9,382 |
Year Ending May 31, 2017 | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 4,507 |
Year Ending May 31, 2018 | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 751 |
Net Minimum Lease Payments | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 14,640 |
Amount Representing interest payments | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | (841) |
Present Value of net minimum lease payments | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 13,799 |
Current Portion | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | (10,929) |
Long-term portion | |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | $ 2,870 |
9. Convertible Debentures (Deta
9. Convertible Debentures (Details) - USD ($) | Feb. 04, 2014 | Dec. 27, 2013 | Oct. 18, 2013 | Sep. 11, 2013 | Aug. 19, 2013 | Oct. 31, 2008 | Nov. 30, 2015 | May. 31, 2015 | May. 31, 2014 | Sep. 08, 2015 | Jun. 02, 2015 | Feb. 17, 2015 | Apr. 14, 2014 | Feb. 01, 2014 | Nov. 15, 2013 | Jul. 18, 2012 | Jan. 19, 2012 |
Details | |||||||||||||||||
Proceeds from Convertible Debt | $ 15,000 | $ 15,000 | $ 94,000 | $ 58,000 | $ 10,000 | $ 250,000 | |||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||
Sale of Stock, Price Per Share | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.50 | |||||||||||
Convertible Debt, Fair Value Disclosures | $ 15,000 | $ 94,000 | $ 58,000 | $ 10,000 | $ 250,000 | $ 100,000 | $ 25,778 | ||||||||||
Convertible Debt | $ 11,787 | 14,164 | 94,000 | 58,000 | 10,000 | $ 59,853 | $ 114,661 | $ 150,000 | $ 50,000 | ||||||||
Accounts Payable and Other Accrued Liabilities | $ 122,535 | ||||||||||||||||
Accrued Liabilities, Current | $ 43,890 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,125,000 | 100,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.12 | ||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 10,000 | ||||||||||||||||
Additional Paid in Capital, Common Stock | 15,000 | 94,000 | 58,000 | 10,000 | $ 12,901 | ||||||||||||
Proceeds from issuance of convertible debentures | $ 15,000 | $ 15,000 | $ 94,000 | $ 58,000 | $ 10,000 | $ 250,000 | $ 312,000 | $ 54,808 | 40,000 | ||||||||
Accretion of Discounts on Convertible Debt | $ 12,901 | ||||||||||||||||
Convertible Debt Outstanding | $ 50,000 | ||||||||||||||||
Convertible Notes Payable | $ 326,087 | 100,000 | 125,000 | ||||||||||||||
Initial Fair Value of Conversion Feature | 376,713 | 310,266 | 160,244 | ||||||||||||||
Discount on Note Payable | 225,000 | 100,000 | 125,000 | ||||||||||||||
Loss on Derivatives | $ 151,713 | $ 210,266 | $ 35,244 | ||||||||||||||
Debt Instrument Convertible Interest Rate | 12.00% |
10. Derivative Liabilities_ C62
10. Derivative Liabilities: Changes in the fair value of the Company's Level 3 Financial Liabilities (Details) - USD ($) | 6 Months Ended | ||
Nov. 30, 2015 | May. 31, 2015 | Jun. 02, 2015 | |
Details | |||
Derivative liability | $ 519,082 | $ 353,668 | $ 353,668 |
Addition of New Derivative Liabilities | 694,623 | 160,244 | |
Conversion of Derivative Liability | (260,767) | ||
Change in Fair Value of Embedded Conversion Option | $ (268,442) | $ 193,424 |
10. Derivative Liabilities_ C63
10. Derivative Liabilities: Change in Fair Value of Derivatives Table Text Block (Details) | Nov. 30, 2015USD ($) |
Details | |
Fair Value of Derivative Liabilities in excess of note | $ (359,867) |
Change in Fair Value of Derivative Liabilities | 268,442 |
Change in Fair Value of Derivatives | $ (91,425) |
10. Derivative Liabilities_ F64
10. Derivative Liabilities: Fair Value Assumptions Used in Fair Value Calculation (Details) | 6 Months Ended | ||
Nov. 30, 2015 | May. 31, 2015 | Nov. 30, 2014 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.48% | ||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Expected Life | 1.97 | ||
Minimum | |||
Fair Value Assumptions, Expected Volatility Rate | 171.00% | 134.00% | |
Fair Value Assumptions, Risk Free Interest Rate | 0.25% | 0.07% | |
Expected Life | 0.78 | 0.50 | |
Maximum | |||
Fair Value Assumptions, Expected Volatility Rate | 182.00% | 184.00% | |
Fair Value Assumptions, Risk Free Interest Rate | 0.51% | 0.74% | |
Expected Life | 1 | 2 |
11. Common Stock (Details)
11. Common Stock (Details) - USD ($) | Nov. 30, 2015 | Nov. 09, 2015 | Oct. 22, 2015 | Sep. 21, 2015 | Aug. 24, 2015 | Jul. 22, 2015 | Jul. 20, 2015 | Jul. 01, 2015 | May. 31, 2015 | Mar. 31, 2012 |
Share Subscription Proceeds | $ 2,080 | |||||||||
Common Stock Share Subscriptions | 26,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |||||||||
Common stock subscribed | $ 74,742 | $ 74,742 | $ 50,000 | |||||||
Common Stock, Shares Issued | 3,497,506 | 1,581,778 | 676,132 | 322,872 | 300,000 | 93,750 | 150,000 | |||
Mantra Energy Alternatives Ltd. | ||||||||||
Share Subscription Proceeds | $ 66,277 | |||||||||
Common Stock Share Subscriptions | 67,000 | |||||||||
Common stock subscribed | $ 7,231 | |||||||||
Climate ESCO Ltd. | ||||||||||
Share Subscription Proceeds | $ 21,000 | |||||||||
Common Stock Share Subscriptions | 210,000 | |||||||||
Common stock subscribed | $ 7,384 |
12. Share Purchase Warrants_ 66
12. Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights, Activity Table Text Block (Details) - $ / shares | 6 Months Ended | |
Nov. 30, 2015 | May. 31, 2015 | |
Details | ||
Class of Warrant or Right, Outstanding | 5,358,333 | 5,258,333 |
Class of Warrant or Right Weighted Average Exercise Price | $ 0.44 | $ 0.44 |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 100,000 | |
Share Purchase Warrants Issued Weighted Average Exercise Price | $ 0.15 |
12. Share Purchase Warrants_ 67
12. Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Class of Warrant or Right, Outstanding | 5,358,333 | 5,258,333 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |
Expiry Date: November 18, 2016 | ||
Class of Warrant or Right, Outstanding | 150,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | |
Expiry Date: February 27, 2017 | ||
Class of Warrant or Right, Outstanding | 500,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | |
Expiry Date: June 4, 2017 | ||
Class of Warrant or Right, Outstanding | 333,333 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.80 | |
Expiry Date: July 11, 2017 | ||
Class of Warrant or Right, Outstanding | 200,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.80 | |
Expiry Date: August 4, 2017 | ||
Class of Warrant or Right, Outstanding | 100,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | |
Expiry Date: April 10, 2019 | ||
Class of Warrant or Right, Outstanding | 4,075,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.37 |
13. Stock Options (Details)
13. Stock Options (Details) - USD ($) | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Details | ||
Stock Options Vested | $ 19,118 | |
Unrecognized Compensation | 4,030 | |
Stock Based Compensation | $ 0 | $ 248,690 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.42 |
13. Stock Options_ Schedule o69
13. Stock Options: Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 6 Months Ended | ||
Nov. 30, 2015 | May. 31, 2015 | Jul. 18, 2012 | |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,375,000 | 1,675,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | $ 0.20 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (300,000) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,125,000 | 100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 0.24 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 10 months 20 days |
13. Stock Options_ Schedule o70
13. Stock Options: Schedule of Nonvested Share Activity (Details) - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 250,000 | 550,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0.17 | $ 0.23 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | (300,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0.19 |
13. Stock Options_ Disclosure71
13. Stock Options: Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,375,000 | 1,675,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | $ 0.20 |
Expiry Date: April 28, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | |
Expiry Date: July 17, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.30 | |
Expiry Date: August 1, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.10 | |
Expiry Date: November 1, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | |
Expiry Date: December 9, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | |
Expiry Date: March 16, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 400,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 |
13. Stock Options_ Schedule o72
13. Stock Options: Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Details) | 6 Months Ended |
Nov. 30, 2014 | |
Details | |
Fair Value Assumptions, Risk Free Interest Rate | 0.48% |
Expected Life | 1.97 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 111.00% |
14. Commitments and Contingen73
14. Commitments and Contingencies (Details) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | 14 Months Ended | 24 Months Ended | 25 Months Ended | 60 Months Ended | |||||||||||||||||||||
Jan. 31, 2016USD ($) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Oct. 31, 2015USD ($) | Dec. 15, 2015USD ($) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | May. 31, 2017USD ($) | May. 31, 2016USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016CAD | Nov. 30, 2016USD ($) | Sep. 02, 2014CAD | Nov. 09, 2015shares | Oct. 22, 2015shares | Sep. 21, 2015shares | Sep. 03, 2015USD ($) | Aug. 24, 2015shares | Jul. 22, 2015shares | Jul. 20, 2015shares | Jul. 01, 2015shares | Sep. 03, 2014CAD | Sep. 01, 2013CAD | Sep. 01, 2012CAD | Jul. 31, 2012USD ($) | May. 23, 2012USD ($) | Sep. 01, 2011CAD | Sep. 01, 2010CAD | Sep. 02, 2009CAD | |
Initial License Fee | CAD | CAD 10,000 | ||||||||||||||||||||||||||||
Further License Fee | CAD | CAD 50,000 | CAD 40,000 | CAD 30,000 | CAD 20,000 | CAD 10,000 | CAD 15,000 | |||||||||||||||||||||||
Research and Development in Process | CAD | CAD 250,000 | ||||||||||||||||||||||||||||
Notice of Application | $ 55,000 | $ 55,000 | |||||||||||||||||||||||||||
Rent | $ 10,079 | $ 15,561 | $ 31,027 | $ 33,545 | $ 2,032 | $ 17,627 | CAD 2,683 | ||||||||||||||||||||||
Consulting Agreement | $ 5,000 | ||||||||||||||||||||||||||||
Common Stock, Shares Issued | shares | 3,497,506 | 1,581,778 | 676,132 | 322,872 | 300,000 | 93,750 | 150,000 | ||||||||||||||||||||||
Notice of Claim | $ 11,400 | ||||||||||||||||||||||||||||
Employment Agreement 1 | |||||||||||||||||||||||||||||
Employment Agreement | $ 80,000 | ||||||||||||||||||||||||||||
Employment Agreement 2 | |||||||||||||||||||||||||||||
Employment Agreement | $ 86,000 | ||||||||||||||||||||||||||||
Settlement Agreement | |||||||||||||||||||||||||||||
Settlement Agreement | $ 150,000 | ||||||||||||||||||||||||||||
Consulting Agreement 1 | |||||||||||||||||||||||||||||
Consulting Agreement | $ 65,000 | ||||||||||||||||||||||||||||
Consulting Agreement 2 | |||||||||||||||||||||||||||||
Consulting Agreement | $ 3,000 | ||||||||||||||||||||||||||||
Common Stock, Shares Issued | shares | 150,000 |
14. Commitments and Contingen74
14. Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) - USD ($) | 12 Months Ended | |
May. 31, 2017 | May. 31, 2016 | |
Details | ||
Capital Lease Obligations Incurred | $ 2,032 | $ 17,627 |