4. Derivative Liabilities | 3 Months Ended |
Aug. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 4. Derivative Liabilities |
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NSL analyzed the conversion options embedded in the Convertible Promissory Notes for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instruments embedded in the above referenced convertible promissory notes should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the conversion options. Additionally, the above referenced convertible promissory notes contain dilutive issuance clauses. Under these clauses, based on future issuances of NSL's common stock or other convertible instruments, the conversion price of the above referenced convertible promissory notes can be adjusted downward. Because the number of shares to be issued upon settlement of the above referenced convertible promissory notes cannot be determined under this instrument, NSL cannot determine whether it will have sufficient authorized shares at a given date to settle any other future share instruments. |
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During the period ended August 31, 2014, one Convertible Promissory Notes became convertible into shares of the Company's common stock. The fair value of the conversion options was determined to be $62,279 using a Black-Scholes option-pricing model. Upon the date the Convertible Promissory Notes became convertible, $23,700 was recorded as debt discount and $38,579 was recorded as day one loss on derivative liability. |
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During the period ended August 31, 2014, $91,848 in principal and accrued interest on Convertible Promissory Notes was converted into common stock, $304,197 in related derivative liability was extinguished through a charge to paid-in capital and $72,382 was recorded as a net gain on mark-to-market of the conversion options and warrants. |
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The following table summarizes the derivative liabilities included in the balance sheet at August 31, 2014: |
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Derivative liabilities May 5, 2014 (Inception) | | $ | - | |
Assumption of derivative due to merger | | | 572,958 | |
Reclassification of derivative liability to additional paid-in capital due to | | | (304,197 | ) |
promissory note conversions |
Gains on change in fair value | | | (72,382 | ) |
Balance at August 31, 2014 | | $ | 196,379 | |
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The following table summarizes the loss on derivative liabilities included in the income statement for the period ended August 31, 2014: |
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Excess of fair value of conversion option derivative liabilities over the related | | $ | (38,597 | ) |
notes payable |
Fair value of convertible note default principal penalty | | | (828,082 | ) |
Gains on change in fair value | | | 794,297 | |
Gain on derivative liabilities | | $ | 72,382 | |
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NSL valued its derivatives liabilities using the Black-Scholes option-pricing model. Assumptions used during the period ended August 31, 2014 include (1) risk-free interest rates between 0.04% to 1.53%, (2) lives of between 0 and 4.76 years, (3) expected volatility of between 200% to 409%, (4) zero expected dividends, (5) conversion prices as set forth in the related instruments, and (6) the common stock price of the underlying share on the valuation dates. |
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