Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Nov. 30, 2014 | Jan. 09, 2014 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 30-Nov-14 | |
Trading Symbol | prfc | |
Entity Registrant Name | Epcylon Technologies, Inc. | |
Entity Central Index Key | 1464766 | |
Current Fiscal Year End Date | -26 | |
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 | Q2 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Nov. 30, 2014 | 31-May-14 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $3,300,499 | $2,475,413 |
Local tax receivable | 17,114 | 3,241 |
Prepaid expense | 3,000 | 2,580 |
TOTAL CURRENT ASSETS | 3,320,613 | 2,481,234 |
Property and equipment, net | 34,927 | 0 |
TOTAL ASSETS | 3,355,540 | 2,481,234 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 54,920 | 59,504 |
Securities sold not yet purchased | 769,522 | 398,985 |
Notes payable - related party | 1,018,639 | 46,125 |
CURRENT LIABILITIES AND TOTAL LIABILITIES | 1,843,081 | 504,614 |
STOCKHOLDER'S EQUITY: | ||
Common stock, par value $0.0001 300,000,000 shares authorized 168,476,221 and 164,125,222 issued and outstanding as of November 30, 2014 and May 31, 2014 | 16,846 | 16,846 |
Series A Preferred shares, par value $0.0001 15,000,000 shares authorized 10,000,000 shares issued and outstanding | 1,000 | 1,000 |
Additional paid-in capital | 8,382,459 | 8,382,459 |
Other comprehensive loss | -36,072 | -4,624 |
Accumulated deficit | -6,851,774 | -6,419,061 |
TOTAL STOCKHOLDERS' EQUITY | 1,512,459 | 1,976,620 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $3,355,540 | $2,481,234 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2014 | 31-May-14 |
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 | 164,125,222 |
Common stock, shares outstanding | 168,476,221 | 164,125,222 |
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 |
Consolidated_Income_Statements
Consolidated Income Statements (USD $) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
REVENUE | $4,443 | $1,114 | $7,276 | $1,477 |
EXPENSES | ||||
General and administrative expenses | 170,247 | 79,081 | 303,660 | 364,398 |
OPERATING LOSS | -165,804 | -77,967 | -296,384 | -362,921 |
OTHER INCOME (EXPENSE) | ||||
Interest income (expense), net | -11,612 | -3,356 | -17,652 | -6,718 |
Realized gain on marketable securities | 232,782 | 0 | 180,413 | 0 |
Unrealized loss on marketable securities | -311,163 | 0 | -291,445 | 0 |
Write off of note receivable from related party | 0 | -15,500 | 0 | -15,500 |
Loss of foreign exchange | -7,644 | 0 | -7,644 | 0 |
NET LOSS ATTRIBUTABLE TO EPCYLON | -263,441 | -96,823 | -432,712 | -385,139 |
Net loss per common share | $0 | $0 | $0 | $0 |
Basic and fully diluted weighted average common shares outstanding | 168,476,221 | 164,338,337 | 168,476,221 | 164,338,337 |
COMPREHENSIVE LOSS | ||||
Net Loss | -263,441 | -96,823 | -432,712 | -385,139 |
Foreign currency translation adjustment | -18,571 | 0 | -31,448 | 0 |
NET COMPREHENSIVE LOSS | ($282,012) | ($96,823) | ($464,160) | ($385,139) |
Consolidated_Cash_Flow_Stateme
Consolidated Cash Flow Statement (USD $) | 6 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
OPERATING ACTIVITIES: | ||
Net loss | ($432,712) | ($385,139) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,517 | 974 |
Realized trading gains | -180,413 | 0 |
Unrealized loss on marketable securities | 291,445 | 0 |
Imputed Interest | 0 | 6,718 |
Adjustment to deficit balance | 0 | -13,592 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | -420 | 43,513 |
Local tax receivable | -13,873 | -9,547 |
Accounts payable and accrued liabilities | 14,055 | -30,366 |
NET CASH USED IN OPERATING ACTIVITIES | -320,401 | -387,439 |
INVESTING ACTIVITIES: | ||
Acquisition of property & equipment | -36,445 | 0 |
Purchases of securities | -33,282,854 | 0 |
Proceeds from sale of securities | 33,542,359 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | 223,060 | 0 |
FINANCING ACTIVITIES: | ||
Cancellation of shares | 0 | 0 |
Proceeds from issuance of common stock | 0 | 60,000 |
Proceeds from related party loans | 953,875 | 157,188 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 953,875 | 217,188 |
Effect of exchange rates on cash | -31,448 | -538 |
INCREASE (DECREASE) IN CASH | 825,086 | -170,789 |
CASH - BEGINNING OF PERIOD | 2,475,413 | 180,955 |
CASH - END OF PERIOD | $3,300,499 | $10,166 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Nov. 30, 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 and six months ended November 30, 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 platforms. The Company has not earned any material revenue from operations, other than a onetime payment for a mobile application in a 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 | 6 Months Ended |
Nov. 30, 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 | 6 Months Ended | ||||||
Nov. 30, 2014 | |||||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [Text Block] | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||||||
November 30, | May 31, | ||||||
2014 | 2014 | ||||||
Legal | $ | 19,051 | $ | 19,051 | |||
Audit | 7,500 | 15,000 | |||||
Consulting | 13,560 | 9,040 | |||||
General and administrative | 14,809 | 16,413 | |||||
Total | $ | 54,920 | $ | 59,504 |
SECURITIES_SOLD_NOT_YET_PURCHA
SECURITIES SOLD NOT YET PURCHASED | 6 Months Ended | |||
Nov. 30, 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 November 30, 2014 securities at market value were as follows: | ||||
Fair value | ||||
Options sold short | $ | 769,522 | ||
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 | 6 Months Ended | ||||||
Nov. 30, 2014 | |||||||
NOTES PAYABLE - RELATED PARTY [Text Block] | NOTE 5 – NOTES PAYABLE –RELATED PARTY | ||||||
November 30, | May 31, | ||||||
2014 | 2014 | ||||||
Note payable due to related party (the Chief Executive 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) | $ | 50,000 | $ | 46,125 | |||
Note payable due to related party (the Chief Executive 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) | 950,000 | - | |||||
Accrued interest | 18,639 | ||||||
$ | 1,018,639 | $ | 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 $18,639 and $12,465 for the related party loan referred to above for the three months ended August 31, 2014 and 2013, respectively. |
STOCKHOLDERS_DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 6 Months Ended |
Nov. 30, 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 | |
Series B Preferred Stock | |
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. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Nov. 30, 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 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) | 6 Months Ended | ||||||
Nov. 30, 2014 | |||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | November 30, | May 31, | |||||
2014 | 2014 | ||||||
Legal | $ | 19,051 | $ | 19,051 | |||
Audit | 7,500 | 15,000 | |||||
Consulting | 13,560 | 9,040 | |||||
General and administrative | 14,809 | 16,413 | |||||
Total | $ | 54,920 | $ | 59,504 |
SECURITIES_SOLD_NOT_YET_PURCHA1
SECURITIES SOLD NOT YET PURCHASED (Tables) | 6 Months Ended | |||
Nov. 30, 2014 | ||||
Schedule of Securities Sold Not Yet Purchased [Table Text Block] | Fair value | |||
Options sold short | $ | 769,522 |
NOTES_PAYABLE_RELATED_PARTY_Ta
NOTES PAYABLE - RELATED PARTY (Tables) | 6 Months Ended | ||||||
Nov. 30, 2014 | |||||||
Schedule of Short-term Debt [Table Text Block] | November 30, | May 31, | |||||
2014 | 2014 | ||||||
Note payable due to related party (the Chief Executive 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) | $ | 50,000 | $ | 46,125 | |||
Note payable due to related party (the Chief Executive 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) | 950,000 | - | |||||
Accrued interest | 18,639 | ||||||
$ | 1,018,639 | $ | 46,125 |
NOTES_PAYABLE_RELATED_PARTY_Na
NOTES PAYABLE - RELATED PARTY (Narrative) (Details) (USD $) | 6 Months Ended |
Nov. 30, 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 | 18,639 |
Notes Payable - Related Party 27 | $12,465 |
STOCKHOLDERS_DEFICIENCY_Narrat
STOCKHOLDERS' DEFICIENCY (Narrative) (Details) (USD $) | 6 Months Ended |
Nov. 30, 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 | 6,062,960 |
Stockholders' Deficiency 14 | 97,000,000 |
Stockholders' Deficiency 15 | 24,000,000 |
Stockholders' Deficiency 16 | 48,000 |
Stockholders' Deficiency 17 | 1,833,500 |
Stockholders' Deficiency 18 | $0.15 |
Stockholders' Deficiency 19 | $0.20 |
Stockholders' Deficiency 20 | 22,002 |
Stockholders' Deficiency 21 | 146,680 |
Stockholders' Deficiency 22 | $0.20 |
Stockholders' Deficiency 23 | 10,500,000 |
Stockholders' Deficiency 24 | 5 |
Stockholders' Deficiency 25 | 1 |
Stockholders' Deficiency 26 | 670,000 |
Stockholders' Deficiency 27 | $0.15 |
Stockholders' Deficiency 28 | $0.20 |
Stockholders' Deficiency 29 | 8,040 |
Stockholders' Deficiency 30 | 53,600 |
Stockholders' Deficiency 31 | $0.20 |
Stockholders' Deficiency 32 | 100,000 |
Stockholders' Deficiency 33 | $0.15 |
Stockholders' Deficiency 34 | 300,000 |
Stockholders' Deficiency 35 | $0.15 |
Stockholders' Deficiency 36 | $0.20 |
Stockholders' Deficiency 37 | 3,600 |
Stockholders' Deficiency 38 | 24,000 |
Stockholders' Deficiency 39 | $0.20 |
Stockholders' Deficiency 40 | 1,753,500 |
Stockholders' Deficiency 41 | 6,350,000 |
Stockholders' Deficiency 42 | $0.20 |
Stockholders' Deficiency 43 | 3,972,092 |
Stockholders' Deficiency 44 | $0.15 |
Stockholders' Deficiency 45 | 595,811 |
Stockholders' Deficiency 46 | 794,414 |
Stockholders' Deficiency 47 | 198,604 |
Stockholders' Deficiency 48 | 550,000 |
Stockholders' Deficiency 49 | $0.20 |
Stockholders' Deficiency 50 | 540,000 |
Stockholders' Deficiency 51 | 118,800 |
Stockholders' Deficiency 52 | 2,238,646 |
Stockholders' Deficiency 53 | 2,238,646 |
Stockholders' Deficiency 54 | 333,500 |
Stockholders' Deficiency 55 | $0.20 |
Stockholders' Deficiency 56 | 300,000 |
Stockholders' Deficiency 57 | $0.20 |
Stockholders' Deficiency 58 | 100,000 |
Stockholders' Deficiency 59 | $0.20 |
Stockholders' Deficiency 60 | 500,000 |
Stockholders' Deficiency 61 | 3,450,999 |
Stockholders' Deficiency 62 | 15,000,000 |
Stockholders' Deficiency 63 | 0.001 |
Stockholders' Deficiency 64 | 0.001 |
Stockholders' Deficiency 65 | 1 |
Stockholders' Deficiency 66 | 1.3333 |
Stockholders' Deficiency 67 | 0.2 |
Stockholders' Deficiency 68 | 10,000,000 |
Stockholders' Deficiency 69 | 2,000,000 |
Stockholders' Deficiency 70 | 266,666 |
Stockholders' Deficiency 71 | 266,666 |
Stockholders' Deficiency 72 | 5,000,000 |
Stockholders' Deficiency 73 | $0.00 |
RELATED_PARTY_TRANSACTIONS_Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) (USD $) | 6 Months Ended |
Nov. 30, 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 |
Schedule_of_Accounts_Payable_a
Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $) | 6 Months Ended |
Nov. 30, 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 | 7,500 |
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 | 13,560 |
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 | 14,809 |
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 | 54,920 |
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 $) | 6 Months Ended |
Nov. 30, 2014 | |
Securities Sold Not Yet Purchased Schedule Of Securities Sold Not Yet Purchased 1 | $769,522 |
Schedule_of_Shortterm_Debt_Det
Schedule of Short-term Debt (Details) (USD $) | 6 Months Ended |
Nov. 30, 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 | 18,639 |
Notes Payable - Related Party Schedule Of Short-term Debt 8 | 1,018,639 |
Notes Payable - Related Party Schedule Of Short-term Debt 9 | $46,125 |