Epcylon (PRFC) 10-Q 14 Oct 14 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Aug. 31, 2014	Oct. 09, 2014
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	31-Aug-14	'
Trading Symbol	'prfc	'
Entity Registrant Name	'Epcylon Technologies, Inc.	'
Entity Central Index Key	'0001464766	'
Current Fiscal Year End Date	'--05-31	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	168,476,221
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well Known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2015	'
Document Fiscal Period Focus	'Q1	'

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Aug. 31, 2014	31-May-14
CURRENT ASSETS:	'	'
Cash and cash equivalents	$2,933,650	$2,475,413
Local tax receivable	8,731	3,241
Prepaid expense	1,035	2,580
TOTAL CURRENT ASSETS	2,943,416	2,481,234
TOTAL ASSETS	2,943,416	2,481,234
CURRENT LIABILITIES:	'	'
Accounts payable and accrued expenses	69,042	59,504
Securities sold not yet purchased	73,725	398,985
Notes payable - related party	1,006,177	46,125
CURRENT LIABILITIES AND TOTAL LIABILITIES	1,148,944	504,614
STOCKHOLDER'S EQUITY:	'	'
Series A Preferred shares, par value $0.0001 15,000,000 shares authorized 10,000,000 shares issued and outstanding	1,000	1,000
Common stock, par value $0.0001 300,000,000 shares authorized 168,476,221 and 164,476,221 issued and outstanding as of August 31, 2014 and May 31, 2014	16,846	16,846
Additional paid-in capital	8,382,459	8,382,459
Other comprehensive loss	-17,501	-4,624
Accumulated deficit	-6,588,332	-6,419,061
TOTAL STOCKHOLDERS' EQUITY	1,794,472	1,976,620
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$2,943,416	$2,481,234

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Aug. 31, 2014	31-May-14
Preferred Stock, Par Value Per Share	$0.00	$0.00
Preferred Stock, Shares Authorized	15,000,000	15,000,000
Preferred Stock, Shares Issued	10,000,000	10,000,000
Preferred Stock, Shares Outstanding	10,000,000	10,000,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	168,476,221	164,476,221
Common stock, shares outstanding	168,476,221	164,476,221

Consolidated_Income_Statements

Consolidated Income Statements (USD $)	3 Months Ended		71 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
REVENUE	$2,833	$363	$122,712
EXPENSES	'	'	'
General and administrative expenses	133,413	285,317	6,440,656
OPERATING LOSS	-130,580	-284,954	-6,317,944
OTHER INCOME (EXPENSE):	'	'	'
Interest income (expense), net	-6,040	-3,362	-83,437
Realized loss on marketable securities	-52,369	0	10,002
Unrealized gain on marketable securities	19,718	0	-35,110
Gain on forgiveness of debt	0	0	315,955
Write off of note receivable from related party	0	0	-477,798
NET LOSS	-169,271	-288,316	-6,588,332
Deemed dividend on Preferred stock	0	0	266,666
NET LOSS ATTRIBUTABLE TO EPCYLON	-169,271	-288,316	-6,321,666
Net loss per common share	$0	$0	'
Basic and fully diluted weighted average common shares outstanding	168,476,221	164,252,396	'
COMPREHENSIVE LOSS	'	'	'
Net Loss	-169,271	-288,316	0
Foreign currency translation adjustment	-12,877	0	0
NET COMPREHENSIVE LOSS	($182,148)	($288,316)	$0

Consolidated_Cash_Flow_Stateme

Consolidated Cash Flow Statement (USD $)	3 Months Ended		71 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
OPERATING ACTIVITIES:	'	'	'
Net loss	($169,271)	($288,316)	($6,588,332)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Depreciation	0	487	31,061
Gain on forgiveness of debt	0	0	-315,955
Imputed rent	0	0	7,000
Realized trading losses (gains)	52,369	0	-10,002
Unrealized (gain) loss on marketable securities	-19,718	0	35,110
Stock based compensation	0	0	826,660
Common stock issued for services	0	0	605,467
Inducement charge on debt settled via Common stock	0	0	185,953
Cancellation of Common stock issued for services	0	0	-140,167
Imputed Interest	6,173	3,362	82,610
Changes in operating assets and liabilities:	'	'	'
Prepaid expenses	1,545	30,038	-1,035
Local tax receivable	-5,490	-4,182	-8,731
Accounts payable and accrued liabilities	9,536	-32,878	473,270
NET CASH USED IN OPERATING ACTIVITIES	-124,856	-291,489	-4,817,091
INVESTING ACTIVITIES:	'	'	'
Acquisition of property & equipment	0	0	-31,060
Purchases of securities	-2,807,319	0	-5,648,303
Proceeds from sale of securities	2,449,410	0	5,696,923
NET CASH USED IN INVESTING ACTIVITIES	-357,909	0	17,560
FINANCING ACTIVITIES:	'	'	'
Cancellation of shares	0	0	102,312
Proceeds from issuance of common stock	0	60,000	4,210,649
Proceeds from issuance of preferred stock	0	0	2,000,000
Proceeds from related party loans	953,879	57,650	2,202,937
Repayments of note payable to related party	0	0	-752,597
NET CASH PROVIDED BY INVESTING ACTIVITIES	953,879	117,650	7,763,301
Effect of exchange rates on cash	-12,877	-538	-30,120
INCREASE (DECREASE) IN CASH	458,237	-174,377	2,933,650
CASH - BEGINNING OF PERIOD	2,475,413	180,955	0
CASH - END OF PERIOD	$2,933,650	$6,578	$2,933,650

Consolidated_Statement_of_Stoc

Consolidated Statement of Stockholders' Deficit (USD $)	Common Stock [Member]	Series A Preferred Stock	Additional Paid-in Capital [Member]	Accumulated Deficit	Other comprehensive loss	Total
Beginning Balance at May. 31, 2008	'	'	'	'	'	'
Capital contribution in connection with formation of Mobilotto, Inc.	'	'	$91	'	'	$91
Sale of 20,000,000 shares	10,000	'	10,000	'	'	20,000
Sale of 20,000,000 shares (Shares)	100,000,000	'	'	'	'	'
Shares issued in connection with Acquisition of Mobilitto, Inc.	10,000	'	-10,000	'	'	'
Shares issued in connection with Acquisition of Mobilitto, Inc. (Shares)	100,000,000	'	'	'	'	'
Net loss	'	'	'	-10,979	'	-10,979
BALANCE at May. 31, 2009	20,000	'	91	-10,979	0	9,112
BALANCE (Shares) at May. 31, 2009	200,000,000	'	'	'	'	'
Sale of shares	7,500	'	142,500	'	'	150,000
Sale of shares (Shares)	75,000,000	'	'	'	'	'
Cancellation of Founders' shares	-500	'	400	'	'	-100
Cancellation of Founders' shares (Shares)	-5,000,000	'	'	'	'	'
Sale of shares 2	286	'	859,157	'	'	859,443
Sale of shares 2 (Shares)	2,864,815	'	'	'	'	'
Other comprehensive gain/(loss) resulting from foreign exchange transactions/conversions	'	'	'	'	-598	-598
Net loss	'	'	'	-1,122,792	'	-1,122,792
BALANCE at May. 31, 2010	27,286	'	1,002,148	-1,133,771	-598	-104,935
BALANCE (Shares) at May. 31, 2010	272,864,815	'	'	'	'	'
Sale of shares	700	'	1,049,300	'	'	1,050,000
Sale of shares (Shares)	7,000,000	'	'	'	'	'
Cancellation of Founders' shares	-606	'	485	'	'	-121
Cancellation of Founders' shares (Shares)	-6,062,960	'	'	'	'	'
Issuance of shares to certain existing shareholders	286	'	-286	'	'	'
Issuance of shares to certain existing shareholders (Shares)	2,864,815	'	'	'	'	'
Issuance of shares for Consulting services	100	'	149,900	'	'	150,000
Issuance of shares for Consulting services (Shares)	1,000,000	'	'	'	'	'
Cancellation of shares issued for Consulting Services	-100	'	-149,900	'	'	-150,000
Cancellation of shares issued for Consulting services (Shares)	-1,000,000	'	'	'	'	'
Other comprehensive gain/(loss) resulting from foreign exchange transactions/conversions	'	'	'	'	-9,448	-9,448
Net loss	'	'	'	-1,322,635	'	-1,322,635
BALANCE at May. 31, 2011	27,666	'	2,051,647	-2,456,406	-10,046	-387,139
BALANCE (Shares) at May. 31, 2011	276,666,670	'	'	'	'	'
Cancellation of Founders' shares	-10,750	'	11,062	'	'	312
Cancellation of Founders' shares (Shares)	-107,500,000	'	'	'	'	'
Cancellation of shares issued for Consulting Services	-2,400	'	-45,600	'	'	-48,000
Cancellation of shares issued for Consulting services (Shares)	-24,000,000	'	'	'	'	'
Other comprehensive gain/(loss) resulting from foreign exchange transactions/conversions	'	'	'	'	11,475	11,475
Sale of shares, net of expense	280	'	386,603	'	'	386,883
Sale of shares, net of expense (Shares)	2,803,500	'	'	'	'	'
Exercise of Stock options	10	'	14,990	'	'	15,000
Exercise of Stock options (Shares)	100,000	'	'	'	'	'
Stock based compensation	'	'	767,160	'	'	767,160
Share reinstatement	606	'	-606	'	'	'
Share reinstatement (Shares)	6,062,960	'	'	'	'	'
Net loss	'	'	'	-1,643,675	'	-1,643,675
BALANCE at May. 31, 2012	15,412	'	3,185,256	-4,100,081	1,429	-897,984
BALANCE (Shares) at May. 31, 2012	154,133,130	'	'	'	'	'
Cancellation of Founders' shares	-175	'	175	'	'	'
Cancellation of Founders' shares (Shares)	-1,753,500	'	'	'	'	'
Other comprehensive gain/(loss) resulting from foreign exchange transactions/conversions	'	'	'	'	-971	-971
Sale of shares, net of expense	690	'	1,379,091	'	'	1,379,781
Sale of shares, net of expense (Shares)	6,900,000	'	'	'	'	'
Debt repayment	397	'	795,705	'	'	796,102
Debt repayment (Shares)	3,972,092	'	'	'	'	'
Cancellation of note payable	'	'	90,174	'	'	90,174
Stock Sale for Services	54	'	118,746	'	'	118,800
Stock Sale for Services (Shares)	540,000	'	'	'	'	'
Exercise of Warrants	33	'	66,667	'	'	66,700
Exercise Of Warrants (Shares)	333,500	'	'	'	'	'
Imputed interest on related party loans	'	'	2,212	'	'	2,212
Adjustment to correct balance	'	'	'	13,592	'	13,592
Stock based compensation	'	'	59,500	'	'	59,500
Net loss	'	'	'	-2,092,380	'	-2,092,380
BALANCE at May. 31, 2013	16,411	'	5,697,526	-6,178,868	458	-464,474
BALANCE (Shares) at May. 31, 2013	164,125,222	'	'	'	'	'
Other comprehensive gain/(loss) resulting from foreign exchange transactions/conversions	'	'	'	'	-5,082	-5,082
Exercise of Warrants	40	'	79,960	'	'	80,000
Exercise Of Warrants (Shares)	400,000	'	'	'	'	'
Sale of preferred shares	'	1,000	1,732,334	'	'	1,733,334
Sale of preferred shares (shares)	'	10,000,000	'	'	'	'
Beneficial conversion feature of preferred stock	'	'	266,666	'	'	266,666
Imputed interest on related party loans	'	'	6,718	'	'	6,718
Share issued on settlement of indebtedness	395	'	592,255	'	'	592,650
Share issued on settlement of indebtedness (Shares)	3,950,999	'	'	'	'	'
Imputed rent	'	'	7,000	'	'	7,000
Net loss	'	'	'	-240,193	'	-240,193
BALANCE at May. 31, 2014	16,846	1,000	8,382,459	-6,419,061	-4,624	1,976,619
BALANCE (Shares) at May. 31, 2014	168,476,221	10,000,000	'	'	'	'
Other comprehensive gain/(loss) resulting from foreign exchange transactions/conversions	'	'	'	'	-12,877	'
Stock based compensation	'	'	'	'	'	0
Imputed rent	'	'	'	'	'	0
Net loss	'	'	'	-169,271	'	-169,271
BALANCE at Aug. 31, 2014	$16,846	$1,000	$8,382,459	($6,588,332)	($17,501)	$1,807,349
BALANCE (Shares) at Aug. 31, 2014	168,476,221	10,000,000	'	'	'	'

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Aug. 31, 2014
ORGANIZATION AND BASIS OF PRESENTATION [Text Block]	'
	NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
	The attached consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 5, 2014. The results of operations for the three months ended August 31, 2014 are not indicative of results for the full fiscal year or any other period.
	Organization and Business Description
	Epcylon Technologies Inc., formerly known as Mobile Integrated Systems Inc. (the “Company” or “Epcylon”), together with its wholly owned subsidiaries Mobilotto Systems Inc., (“MIBI”), Delite Americas Inc., and Omega Smartbuild Americas Inc., are development stage companies. The Company is engaged, through its Stealth branded products, in the business of researching, developing and maintaining proprietary algorithmic securities trading systems. Furthermore, the Company, through its MOBI branded products, develops software and interactive games for use by charitable organization and government regulated lotteries. On July 29, 2013, the Company changed its name from Mobile Integrated Systems Inc., to Epcylon Technologies Inc. The Company trades on the OTCBB under the symbol PRFC.
	Since inception the Company has been engaged in organizational activities, has been developing its business model and software, and marketing its product to lottery operators, but has not earned any material revenue from operations, other than a onetime payment for a new mobile application in the prior year. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise”, as set forth in authoritative guidance issued by the Financial Accounting Standards Board. Among the disclosures required are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.
	Basis of Consolidation
	These consolidated financial statements include the accounts of Epcylon Technologies Inc., which was incorporated on April 22, 2009 in the state of Nevada and its wholly-owned subsidiaries, Mobilotto Systems, Inc., which was incorporated in Ontario, Canada on September 16, 2008, Delite Americas Inc. which was incorporated in Ontario, Canada on July 8, 2013 and Omega Smartbuild Americas Inc., which was incorporated in Ontario, Canada on July 8, 2013.
	The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. All intercompany balances and transactions have been eliminated.

SIGNIFICANT_ACCOUNTING_POLICIE

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Aug. 31, 2014
SIGNIFICANT ACCOUNTING POLICIES [Text Block]	'
	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
	The accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Company’s May 31, 2014 annual financial statements, except for the adoption of new standards and interpretations as of June 1, 2014.
	Recent Accounting Pronouncements
	From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

ACCOUNTS_PAYABLE_AND_ACCRUED_L

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	3 Months Ended
	Aug. 31, 2014
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [Text Block]	'
	NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
			August 31,		May 31,
			2014		2014
	Legal	$	19,051	$	19,051
	Audit		10,000		15,000
	Consulting		15,820		9,040
	General and administrative		24,171		16,413
	Total	$	69,042	$	59,504

SECURITIES_SOLD_NOT_YET_PURCHA

SECURITIES SOLD NOT YET PURCHASED	3 Months Ended
	Aug. 31, 2014
SECURITIES SOLD NOT YET PURCHASED [Text Block]	'
	NOTE 4– SECURITIES SOLD NOT YET PURCHASED
	Marketable securities owned and on margin consisting of equity securities owned by the Company. As at August 31, 2014 securities at market value were as follows:
			Fair value
	Options sold short	$	73,725
	The securities are reported at fair value using level 1 input based on the quoted market price of the securities at each reporting period.

NOTES_PAYABLE_RELATED_PARTY

NOTES PAYABLE - RELATED PARTY	3 Months Ended
	Aug. 31, 2014
NOTES PAYABLE - RELATED PARTY [Text Block]	'
	NOTE 5 – NOTES PAYABLE –RELATED PARTY
			August 31,		May 31,
			2014		2014
	Note payable due to related party (the Chief Executive	$	50,000	$	46,125
	Officer) with interest payable at 5% per annum, due June
	21, 2015, unsecured. The note is convertible in to series B
	preferred stock. (see note 7)
	Note payable due to related party (the Chief Executive		950,000		-
	Officer) with interest payable at 5% per annum, due July
	21, 2015, unsecured. The note is convertible in to series B
	preferred stock. (see note 7)
	Accrued interest		6,177
		$	1,006,177	$	46,125
	On August 31, 2013, the Company issued an additional note payable in the amount of $7,650 (for a total of $307,650) due to a related party with interest payable at 1% per annum, due August 30, 2015. On December 31, 2013, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 2,051,000 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date.
	On August 19, 2013, the Company issued a note payable in the amount of $50,000 due to a related party with interest payable at 5% per annum, due August 18, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 333,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date.
	On September 30, 2013, the Company issued a note payable in the amount of $50,000 due to a related party with interest payable at 5% per annum, due September 29, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 333,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date.
	On September 30, 2013, the Company issued a note payable in the amount of $50,000 due to a related party with interest payable at 5% per annum, due September 29, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 333,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date.
	On December 20, 2013, the Company issued a note payable in the amount of $25,000 due to a related party with interest payable at 5% per annum, due December 19, 2015. On February 6, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 166,666 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date.
	On March 13, 2014, the Company issued a note payable in the amount of $35,000 due to a related party with interest payable at 5% per annum, due March 13, 2015. On March 28, 2014, a settlement agreement was signed pursuant to which the Company agreed to settle the debt by the issuance of 233,333 shares of its restricted stock. The shares were calculated at an agreed price of $0.15 per share, being the market value of the shares on the settlement date.
	The Company accrued interest expense of $6,173 and $3,362 for the related party loan referred to above for the three months ended August 31, 2014 and 2013, respectively.

STOCKHOLDERS_DEFICIENCY

STOCKHOLDERS' DEFICIENCY	3 Months Ended
	Aug. 31, 2014
STOCKHOLDERS' DEFICIENCY [Text Block]	'
	NOTE 6 – STOCKHOLDERS’ DEFICIENCY
	In July 2010, the Company issued 1,000,000 shares of the Company’s common stock to a consulting company in consideration for assistance in listing on the Frankfurt Stock Exchange. The shares were valued at $0.75 per share, the effective last sales price of the Company’s common stock. On February 3, 2011, the consulting company agreed to return the 1,000,000 shares to the Company as a result of its inability to perform all of the services contracted.
	Between August 2009 and May 2010, the Company sold an aggregate of 2,864,815 shares of our restricted common stock in a private placement with thirteen accredited investors at a purchase price of $0.30 per share for an aggregate purchase price of $859,443. On September 1, 2010, the Board of Directors determined that it was in the Company’s best interests to sell additional shares at a purchase price of $0.15 per share, and to modify the sales price paid by previous investors to reflect a new sales price of $0.15 per share. The aggregate number of shares sold and issued pursuant to this private placement was correspondingly increased by 2,864,815 shares, with no additional proceeds associated with such transaction.
	During October and November 2010, the Company sold 7,000,000 shares of common stock at a price of $0.15 per share for a total purchase price of $1,050,000. Such shares were sold in private placements to foreign persons in reliance on the exemption from securities registration under Section 4(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Regulation S promulgated thereunder. Such shares are restricted from trading, and may only be sold pursuant to a valid registration statement or pursuant to an exemption from the Securities Act.
	On November 30, 2010 pursuant to an agreement to cancel common shares two shareholders cancelled a total of 6,062,960 common shares. These shares were subsequently reinstated.
	On June 16, 2011 the Company entered into a Share Cancellation Agreement with one of the founders and his company, A Few Brilliant Minds Inc. (AFBMI). The founder desired to pursue other business interests and submitted his resignation from the Company's Board together and tendered for cancellation 97,000,000 common shares owned by AFBMI.
	In addition, the Company also entered into Share Cancellation Agreements dated June 20, 2011 with two shareholders to cancel 24,000,000 common shares in return for the original purchase price of $48,000.
	On November 18, 2011, the Company sold 1,833,500 shares of the Company’s common stock to nine purchasers (the “Purchasers”) for a purchase price of $0.15 per share. In addition, each of the Purchasers has received Warrants to purchase such number of shares of the Company’s common stock equal to the number of shares purchased by such shareholder, at an exercise price of $0.20 per share. The Company paid a finder’s fee in connection with these sales of the Company’s securities, consisting of (i) $22,002 ; and (ii) Warrants to purchase 146,680 shares of the Company’s common stock, at an exercise price of $0.20 per share.
	On March 7, 2012, a shareholder of the Company tendered for cancellation 10,500,000 shares of the Company’s common stock, pursuant to an agreement with the Company. The Company did not receive any payment for the cancellation of such shares.
	On March 27, 2012, the Company affected a 5 -for- 1 stock split of the stock of the Company.
	On April 9, 2012, the Company sold 670,000 shares of the Company’s common stock to three purchasers (the “Purchasers”) for a purchase price of $0.15 per share. In addition, each of the Purchasers has received Warrants to purchase such number of shares of the Company’s common stock equal to the number of shares purchased by such shareholder, at an exercise price of $0.20 per share. The Company paid a finder’s fee in connection with these sales of the Company’s securities, consisting of (i) $8,040 ; and (ii) Warrants to purchase 53,600 shares of the Company’s common stock, at an exercise price of $0.20 per share.
	On May 10, 2012, the Company issued 100,000 shares of the Company’s common stock to a director of the company as part of an exercise of options for a strike price of $0.15 per share.
	On May 22, 2012, the Company sold 300,000 shares of the Company’s common stock to two purchasers (the “Purchasers”) for a purchase price of $0.15 per share. In addition, each of the Purchasers has received Warrants to purchase such number of shares of the Company’s common stock equal to the number of shares purchased by such shareholder, at an exercise price of $0.20 per share. The Company paid a finder’s fee in connection with these sales of the Company’s securities, consisting of (i) $3,600 ; and (ii) Warrants to purchase 24,000 shares of the Company’s common stock, at an exercise price of $0.20 per share.
	On June 27, 2012, pursuant to an agreement with a shareholder, 1,753,500 shares of the Company’s common stock were cancelled.
	On August 31, 2012, the Company issued 6,350,000 shares of the Company’s common stock as part of a private placement and related to warrant exercises. All of the shares were issued at a price of $0.20 per share.
	On August 31, 2012, the Company eliminated all of its outstanding long-term liabilities with the issuance of 3,972,092 shares of common stock of the Company at a price of $0.15 per share to convert $595,811 in outstanding debt. The fair market value of the shares at the date of issuance aggregated $794,414, the excess of the fair value over the amount of the payable amounted to $198,604 and has been charged to operations during the year ended May 31, 2013 and is included in General and administrative expenses on the accompanying consolidated statement of operations.
	On October 5, 2012, the Company issued 550,000 shares of the Company’s common stock as part of a private placement. All of the shares were issued at a price of $0.20 per share.
	During the period ended November 30, 2012, the Company issued 540,000 shares of common stock valued at $118,800 to 2238646 Ontario Inc., the Company’s majority shareholder, pursuant to a Corporate Development Agreement dated as of November 1, 2012 (the “Corporate Development Agreement”). 2238646 Ontario Inc. will provide the Company with consulting and other advisory services for a term of three years, with additional one year renewals if neither party gives notice of termination.
	On January 2, 2013, the Company issued 333,500 shares of the Company’s common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share.
	On July 23, 2013, the Company issued 300,000 shares of the Company’s common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share.
	On March 17, 2014, the Company issued 100,000 shares of the Company’s common stock related to warrant exercises. All of the shares were issued at a price of $0.20 per share.
	On March 24, 2014, the Company issued 500,000 common shares to a third party as part of an arrangement of settlement of debt.
	On March 27, 2014, the Company issued 3,450,999 common shares to settle the related party notes payable as described in note 8.
	On April 3, 2014, the Company amended its articles increasing the authorized capital to create 15,000,000 shares of preferred stock, par value $0.001.
	Series A Preferred Stock
	Effective April 7, 2014, our Board of Directors approved a Certificate of Designation of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock carries a par value of $0.001 and is convertible into common stock on a 1 preferred share for 1.3333 common share basis. Preferred shares are entitled to a quarterly dividend equal to the revenue earned on the invested capital of the Series A investment. Dividends may be paid in cash or common shares at the option of the Series A holder. The Corporation may, by providing a five day notice, redeem such Series A Preferred Stock at a redemption price of $0.20. Each holder of the outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of Series A Preferred Stock multiplied by 100.
	On April 16, 2014, the Company completed a 10,000,000 series A preferred shares financing for gross proceeds of $2,000,000.
	The Company recognized the difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion as a beneficial conversion feature. This Beneficial Conversion Feature of $266,666 was recorded as additional paid-in-capital for common shares, per EITF 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”. The offsetting amount was amortizable over the period from the issue date to the first conversion date. Since the Series A Preferred Stock is immediately convertible at the option of the holder, a deemed dividend of $266,666 to the Series A Preferred Stock was recorded and immediately amortized. As the Company is in an accumulated deficit position, the deemed dividend was charged against additional paid-in-capital for common shares, there being no retained earnings from which to declare a dividend. The net loss attributable to common shareholders reflects both the net loss and the deemed dividend

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Aug. 31, 2014
RELATED PARTY TRANSACTIONS [Text Block]	'
	NOTE 7 - RELATED PARTY TRANSACTIONS
	On May 21, 2014, the Company, authorized and approved the execution of a loan agreement dated May 21, 2014 between the Company and its Chief Executive Officer, Peter George ("George") in the principal amount of $50,000 (the "$50,000 Loan Agreement"). Effective July 24, 2014, the Company authorized and approved the execution of a second loan agreement dated July 24, 2014 with George in the principal amount of $950,000 (the "$950,000 Loan Agreement"), and collectively, the "Loan Agreements").
	The Loan Agreements are unsecured and accrue interest at an annual rate of 5% on the unpaid balances. The Company will pay all principal and accrued interest thirteen months from the date of execution of either the $50,000 Loan Agreement or the $950,000 Loan Agreement. Any prior payments shall be applied first to interest and then to principal. The Company may at any time during the term of the Loan Agreements redeem the respective loan by providing a five day notice to George that the Company intends to redeem. Payment of principal and interest will be calculated from the date of execution to date of redemption notice.
	In addition, the Loan Agreements provide that George may convert all or part of the loan, including principal and accrued interest, into shares of Series B preferred stock at a per share price of $0.20. In the event that neither the Company has redeemed the Loan Agreements nor George has converted the Loan Agreements, there shall be an automatic conversion of the Loan Agreements into shares of the Series B preferred stock. The conversion price per share shall be the lowest trading price of the Company's shares on the OTCQB by using the lowest share price of the preceding five business days prior to the termination date of the Loan Agreement with a minimum price of $0.20.

SUBSEQUENT_EVENT

SUBSEQUENT EVENT	3 Months Ended
	Aug. 31, 2014
SUBSEQUENT EVENT [Text Block]	'
	NOTE 8 – SUBSEQUENT EVENT
	On September 19, 2014, the Company filed a Designation of Series B preferred stock with the Nevada Secretary of State creating 5,000,000 shares of Series B preferred stock at $0.001 par value. The Designation provides for certain rights and preferences as defined. The Company has not issued any Series B preferred stock as of October 10, 2014.

Summary_of_Significant_Account

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Aug. 31, 2014
Recent Accounting Pronouncements [Policy Text Block]	'
	Recent Accounting Pronouncements
	From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

ACCOUNTS_PAYABLE_AND_ACCRUED_L1

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	3 Months Ended
	Aug. 31, 2014
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]	'
			August 31,		May 31,
			2014		2014
	Legal	$	19,051	$	19,051
	Audit		10,000		15,000
	Consulting		15,820		9,040
	General and administrative		24,171		16,413
	Total	$	69,042	$	59,504

SECURITIES_SOLD_NOT_YET_PURCHA1

SECURITIES SOLD NOT YET PURCHASED (Tables)	3 Months Ended
	Aug. 31, 2014
Schedule of Securities Sold Not Yet Purchased [Table Text Block]	'
			Fair value
	Options sold short	$	73,725

NOTES_PAYABLE_RELATED_PARTY_Ta

NOTES PAYABLE - RELATED PARTY (Tables)	3 Months Ended
	Aug. 31, 2014
Schedule of Short-term Debt [Table Text Block]	'
			August 31,		May 31,
			2014		2014
	Note payable due to related party (the Chief Executive	$	50,000	$	46,125
	Officer) with interest payable at 5% per annum, due June
	21, 2015, unsecured. The note is convertible in to series B
	preferred stock. (see note 7)
	Note payable due to related party (the Chief Executive		950,000		-
	Officer) with interest payable at 5% per annum, due July
	21, 2015, unsecured. The note is convertible in to series B
	preferred stock. (see note 7)
	Accrued interest		6,177
		$	1,006,177	$	46,125

NOTES_PAYABLE_RELATED_PARTY_Na

NOTES PAYABLE - RELATED PARTY (Narrative) (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Notes Payable - Related Party 1	$7,650
Notes Payable - Related Party 2	307,650
Notes Payable - Related Party 3	1.00%
Notes Payable - Related Party 4	2,051,000
Notes Payable - Related Party 5	$0.15
Notes Payable - Related Party 6	50,000
Notes Payable - Related Party 7	5.00%
Notes Payable - Related Party 8	333,333
Notes Payable - Related Party 9	$0.15
Notes Payable - Related Party 10	50,000
Notes Payable - Related Party 11	5.00%
Notes Payable - Related Party 12	333,333
Notes Payable - Related Party 13	$0.15
Notes Payable - Related Party 14	50,000
Notes Payable - Related Party 15	5.00%
Notes Payable - Related Party 16	333,333
Notes Payable - Related Party 17	$0.15
Notes Payable - Related Party 18	25,000
Notes Payable - Related Party 19	5.00%
Notes Payable - Related Party 20	166,666
Notes Payable - Related Party 21	$0.15
Notes Payable - Related Party 22	35,000
Notes Payable - Related Party 23	5.00%
Notes Payable - Related Party 24	233,333
Notes Payable - Related Party 25	$0.15
Notes Payable - Related Party 26	6,173
Notes Payable - Related Party 27	$3,362

STOCKHOLDERS_DEFICIENCY_Narrat

STOCKHOLDERS' DEFICIENCY (Narrative) (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Stockholders' Deficiency 1	1,000,000
Stockholders' Deficiency 2	$0.75
Stockholders' Deficiency 3	1,000,000
Stockholders' Deficiency 4	2,864,815
Stockholders' Deficiency 5	$0.30
Stockholders' Deficiency 6	$859,443
Stockholders' Deficiency 7	$0.15
Stockholders' Deficiency 8	$0.15
Stockholders' Deficiency 9	2,864,815
Stockholders' Deficiency 10	7,000,000
Stockholders' Deficiency 11	$0.15
Stockholders' Deficiency 12	1,050,000
Stockholders' Deficiency 13	1,933
Stockholders' Deficiency 14	6,062,960
Stockholders' Deficiency 15	97,000,000
Stockholders' Deficiency 16	24,000,000
Stockholders' Deficiency 17	48,000
Stockholders' Deficiency 18	1,833,500
Stockholders' Deficiency 19	$0.15
Stockholders' Deficiency 20	$0.20
Stockholders' Deficiency 21	22,002
Stockholders' Deficiency 22	146,680
Stockholders' Deficiency 23	$0.20
Stockholders' Deficiency 24	10,500,000
Stockholders' Deficiency 25	5
Stockholders' Deficiency 26	1
Stockholders' Deficiency 27	670,000
Stockholders' Deficiency 28	$0.15
Stockholders' Deficiency 29	$0.20
Stockholders' Deficiency 30	8,040
Stockholders' Deficiency 31	53,600
Stockholders' Deficiency 32	$0.20
Stockholders' Deficiency 33	100,000
Stockholders' Deficiency 34	$0.15
Stockholders' Deficiency 35	300,000
Stockholders' Deficiency 36	$0.15
Stockholders' Deficiency 37	$0.20
Stockholders' Deficiency 38	3,600
Stockholders' Deficiency 39	24,000
Stockholders' Deficiency 40	$0.20
Stockholders' Deficiency 41	1,753,500
Stockholders' Deficiency 42	6,350,000
Stockholders' Deficiency 43	$0.20
Stockholders' Deficiency 44	3,972,092
Stockholders' Deficiency 45	$0.15
Stockholders' Deficiency 46	595,811
Stockholders' Deficiency 47	794,414
Stockholders' Deficiency 48	198,604
Stockholders' Deficiency 49	550,000
Stockholders' Deficiency 50	$0.20
Stockholders' Deficiency 51	540,000
Stockholders' Deficiency 52	118,800
Stockholders' Deficiency 53	2,238,646
Stockholders' Deficiency 54	2,238,646
Stockholders' Deficiency 55	333,500
Stockholders' Deficiency 56	$0.20
Stockholders' Deficiency 57	300,000
Stockholders' Deficiency 58	$0.20
Stockholders' Deficiency 59	100,000
Stockholders' Deficiency 60	$0.20
Stockholders' Deficiency 61	500,000
Stockholders' Deficiency 62	3,450,999
Stockholders' Deficiency 63	15,000,000
Stockholders' Deficiency 64	0.001
Stockholders' Deficiency 65	0.001
Stockholders' Deficiency 66	1
Stockholders' Deficiency 67	1.3333
Stockholders' Deficiency 68	0.2
Stockholders' Deficiency 69	10,000,000
Stockholders' Deficiency 70	2,000,000
Stockholders' Deficiency 71	266,666
Stockholders' Deficiency 72	$266,666

RELATED_PARTY_TRANSACTIONS_Nar

RELATED PARTY TRANSACTIONS (Narrative) (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Related Party Transactions 1	$50,000
Related Party Transactions 2	50,000
Related Party Transactions 3	950,000
Related Party Transactions 4	950,000
Related Party Transactions 5	5.00%
Related Party Transactions 6	50,000
Related Party Transactions 7	950,000
Related Party Transactions 8	0.2
Related Party Transactions 9	$0.20

SUBSEQUENT_EVENT_Narrative_Det

SUBSEQUENT EVENT (Narrative) (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Subsequent Event 1	5,000,000
Subsequent Event 2	$0.00

Schedule_of_Accounts_Payable_a

Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 1	$19,051
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 2	19,051
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 3	10,000
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 4	15,000
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 5	15,820
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 6	9,040
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 7	24,171
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 8	16,413
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 9	69,042
Accounts Payable And Accrued Liabilities Schedule Of Accounts Payable And Accrued Liabilities 10	$59,504

Schedule_of_Securities_Sold_No

Schedule of Securities Sold Not Yet Purchased (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Securities Sold Not Yet Purchased Schedule Of Securities Sold Not Yet Purchased 1	$73,725

Schedule_of_Shortterm_Debt_Det

Schedule of Short-term Debt (Details) (USD $)	3 Months Ended
	Aug. 31, 2014
Notes Payable - Related Party Schedule Of Short-term Debt 1	5.00%
Notes Payable - Related Party Schedule Of Short-term Debt 2	$50,000
Notes Payable - Related Party Schedule Of Short-term Debt 3	46,125
Notes Payable - Related Party Schedule Of Short-term Debt 4	5.00%
Notes Payable - Related Party Schedule Of Short-term Debt 5	950,000
Notes Payable - Related Party Schedule Of Short-term Debt 6	0
Notes Payable - Related Party Schedule Of Short-term Debt 7	6,177
Notes Payable - Related Party Schedule Of Short-term Debt 8	1,006,177
Notes Payable - Related Party Schedule Of Short-term Debt 9	$46,125