Document_And_Entity_Informatio
Document And Entity Information (USD $) | 6 Months Ended | |
Nov. 30, 2014 | Jan. 14, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Next Galaxy Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -26 | |
Entity Common Stock, Shares Outstanding | 152,046,210 | |
Entity Public Float | $30,394,037 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1466739 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 30-Nov-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 |
Balance_Sheet
Balance Sheet (USD $) | Nov. 30, 2014 | 31-May-14 |
CURRENT ASSETS | ||
Cash | $16,039 | $7,047 |
Prepaid expenses | 624,392 | |
TOTAL CURRENT ASSETS | 640,431 | 7,047 |
OTHER ASSETS | ||
Intangible asset (note 4) | 140,000 | |
In Process Research and development (note 4) | 4,484,104 | |
4,624,104 | ||
TOTAL CURRENT ASSETS AND TOTAL ASSETS | 5,264,535 | 7,047 |
CURRENT LIABILITIES: | ||
Note payable (note 6) | 50,000 | |
Note payable-stockholders (note 7) | 6,739 | 1,024,372 |
Accrued expenses and other current liabilities (note 5) | 218,972 | 483,129 |
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | 275,711 | 1,507,501 |
STOCKHOLDERS' EQUITY (DEFICIENCY) | ||
Common stock 500,000,000 shares authorized, par value $0.00001, 152,046,210 and 66,146,442 respectively issued and outstanding | 1,521 | 661 |
Additional paid in capital | 8,940,500 | 1,039,147 |
Accumulated Deficit | -81,158 | -81,158 |
Deficit Accumulated during development stage | -3,872,039 | -2,459,104 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) | 4,988,824 | -1,500,454 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $5,264,535 | $7,047 |
Balance_Sheet_Parentheticals
Balance Sheet (Parentheticals) (USD $) | Nov. 30, 2014 | 31-May-14 |
Common stock authorized | 500,000,000 | 500,000,000 |
Common stock par value (in Dollars per share) | $0.00 | $0.00 |
Common stock issued | 152,046,210 | 66,146,442 |
Common stock outstanding | 152,046,210 | 66,146,442 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
SALES | $0 | $0 | ||
Cost of sales | 0 | 0 | ||
Gross deficit | 0 | 0 | ||
Selling, general and administrative | 513,105 | 63,836 | 1,598,155 | 129,156 |
Research and Development | 33,735 | |||
Debt conversion inducement expense (income) (note 7) | 178,944 | 201,849 | ||
Changes in fair value of derivative liability | -26,404 | -61,629 | ||
Gain on Settlement of Debts | -393,232 | |||
Interest related party | 21,107 | 712 | 41,195 | |
Interest | 1,872 | 30,775 | 5,451 | 61,868 |
TOTAL COSTS AND EXPENSES | 693,921 | 89,314 | 1,412,935 | 204,325 |
NET LOSS | -693,921 | -89,314 | -1,412,935 | -204,325 |
NET LOSS from continuing operations | -693,921 | -1,368,262 | ||
NET LOSS from discontinued operations | ($89,314) | ($44,673) | ($204,325) | |
Net Loss Per Share (in Dollars per share) | $0 | $0 | $0 | $0 |
Average weighted Number of Shares (in Shares) | 146,456,130 | 66,146,442 | 147,841,623 | 65,776,964 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Net loss | ($1,412,935) | ($204,325) |
Gain on Settlement of Debts | 393,232 | |
Debt Conversion Inducement (Income) Expense | 201,849 | |
Interest expense related to derivatives | 57,950 | |
Gain on change in fair value of derivatives liability | -61,629 | |
Shares issued for Consulting expense | 284,990 | |
Increase in prepaid expenses | -54,500 | |
Increase in accrued expenses and other current liabilities | 1,131,771 | 154,211 |
Net cash used in operating activities | -242,057 | -53,793 |
Acquisition In Process Research and development | -224,103 | |
Net cash used in investing activities | -224,103 | |
Proceeds of notes payable stockholder | 425,152 | 54,208 |
Proceeds of notes payable | 50,000 | |
Net cash provided by financing activities | 475,152 | 54,208 |
Increase in cash | 8,992 | 415 |
Cash- beginning of period | 7,047 | 2,178 |
Cash - end of period | 16,039 | 2,593 |
Non cash component of prepaid | 569,892 | |
Conversion of current liabilities to common stock | 1,102,697 | |
Conversion of notes payable to common stock | 12,000 | |
Debt discount in notes payable | -57,950 | |
Notes payable stockholders | 1,342,785 | |
Non cash component of acquisition In Process Research & development | 4,400,000 | |
Non cash component of stock issued for In Process Research & development acquisition | ($4,400,000) |
NOTE_1_NATURE_OF_BUSINESS
NOTE 1 - NATURE OF BUSINESS | 6 Months Ended |
Nov. 30, 2014 | |
Disclosure Text Block [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 – NATURE OF BUSINESS |
The Company was incorporated under the laws of the State of Nevada on May 6, 2009. The Company's specific goal was to create a profitable service for placing Canadian citizens in accounting positions with Canadian corporations. On November 29, 2012, we changed our name to Wiless Controls Inc. On June 23, 2014, we changed the focus of our business from services to the machine-to-machine market to technology solutions that provide easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities and on August 19, 2014, we changed our name to Next Galaxy Corp. Our shares of common stock are traded on the OTCQB operated by the Financial Industry Regulatory Authority under the symbol "NXGA". | |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | ||
Nov. 30, 2014 | |||
Accounting Policies [Abstract] | |||
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
CASH AND CASH EQUIVALENTS | |||
The Company cash balances accounts at institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. | |||
We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | |||
FAIR VALUE MEASUREMENTS | |||
The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |||
The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | |||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |||
* | level l - quoted prices in active markets for Identical assets or liabilities | ||
* | level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable | ||
* | level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | ||
The Company's derivative liability, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis. | |||
INCOME TAXES | |||
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | |||
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. | |||
USE OF ESTIMATES | |||
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include derivative financial instruments issued in financing transactions, the collectability of accounts receivable and deferred taxes and related valuation allowances. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | |||
LOSS PER COMMON SHARE | |||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. | |||
Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. | |||
STOCK BASED COMPENSATION | |||
The Company accounts for stock options and similar equity instruments issued in accordance with ASC 718. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. | |||
ORGANIZATIONAL COSTS | |||
Organizational costs, which relate to the Company start-up organization, are expenses as incurred. Such costs are included in selling, general and administrative costs. | |||
RESEARCH AND DEVELOPMENT | |||
Research and development costs are capitalized to In Process Research and Development as incurred. | |||
NEW ACCOUNTING PRONOUNCEMENTS | |||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer in a development stage that in prior years it had been in the development stage. | |||
The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity's governing documents and contractual arrangements allow additional equity investments. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company adopted ASU No. 2014-10 effective July 31, 2014. | |||
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. | |||
NOTE_3_GOING_CONCERN
NOTE 3 - GOING CONCERN | 6 Months Ended |
Nov. 30, 2014 | |
Going Concern Note [Abstract] | |
Going Concern Note | NOTE 3 – GOING CONCERN |
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. Since our inception in 2009, we have generated losses from operations and we anticipate that we will continue to generate losses from operations for the foreseeable future. During the six months ended November 30, 2014 the Company has incurred losses of $1,412,935. The Company has positive working capital of $364,720 and a stockholders' equity of $4,988,824 at November 30, 2014. These factors among others raise substantial doubt about the Company's ability to continue as a going concern. | |
Management's plans for the Company's continued existence include selling additional stock and borrowing additional funds to pay overhead expenses. | |
The Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. | |
The Company's inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
NOTE_4_ASSET_PURCHASE_AND_INTA
NOTE 4 - ASSET PURCHASE AND INTANGIBLE ASSET | 6 Months Ended |
Nov. 30, 2014 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 4 – ASSET PURCHASE AND INTANGIBLE ASSET |
On June 23, 2014, the Company entered into a IP Asset Purchase Agreement (the "Purchase Agreement"), with Mary Spio, pursuant to which the Company agreed to purchase certain patents owned and invented by Mrs. Spio (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased assets, the Company issued to Mrs. Spio an aggregate of 55,000,000 common shares of the Company. The company accounted for the acquisition in accordance with ASC 805-50-15 as an acquisition of assets rather than a business. The fair value of the assets acquired was based on their relative fair market values on the acquisition date as determined by an appraisal obtained by the Company. | |
Assets acquired: | |
Patent # 1; Topic search based method and apparatus for facilitating social contact in a network of users | |
Patent # 2; watermarking of biometrically authenticated subjects for social networks | |
CEEK Intellectual Property; CEEK Blended Live Events Entertainment Platform (VR/AR/Realife) | |
Next Galaxy Media; property and other proprietary rights relating to the project identified as Next Galaxy Media and all activities and developments related. | |
NOTE_5_ACCRUED_EXPENSES_AND_SU
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 5 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||||||||
Accrued expenses consisted of the following at: | |||||||||
November | May | ||||||||
2014 | 2014 | ||||||||
Accrued interest | $ | 1,183 | $ | - | |||||
Accrued interest related party | - | 162,698 | |||||||
Accrued compensation | 108,000 | 24,000 | |||||||
Accrued operating expenses | 109,789 | 296,431 | |||||||
$ | 218,972 | $ | 483,129 | ||||||
NOTE_6_NOTES_PAYABLE
NOTE 6 - NOTES PAYABLE | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | NOTE 6 – NOTES PAYABLE | ||||||||
In 2014, the Company received a loan from Bindor LLC in the amount of $50,000. At November 30, 2014, the loan amounted to $50,000. The loan carries an interest of 18% and is payable on October 24, 2015 or in the event the Company gets an equity financing that results in gross proceeds of at least $1,000,000. | |||||||||
A summary of the amounts outstanding is as follows: | |||||||||
Balance | Balance | ||||||||
November 30, | May 31, | ||||||||
2014 | 2014 | ||||||||
Bindor LLC | $ | 50,000 | $ | - | |||||
NOTE_7_NOTES_PAYABLE_STOCKHOLD
NOTE 7 - NOTES PAYABLE - STOCKHOLDERS' | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Note Payable Shareholder [Abstract] | |||||||||
Note Payable Shareholder | NOTE 7 – NOTES PAYABLE – STOCKHOLDERS' | ||||||||
In 2014, the Company received additional loans from Michel St-Pierre in the amount of $6,739. During the three month period ending August 31, 2014, Michel St-Pierre converted his loans balance of $386,512 into 3,734,581 common shares of Next Galaxy Corp. At November 30, 2014, the loans amounted to $6,739. These loans carry an interest of 10% and are payable on demand. | |||||||||
During the three month period ending August 31, 2014, a stockholder converted his loans balance of $164,140 into 1,585,969 common shares of Next Galaxy Corp. The amount owed to stockholder November 30, 2014 is $0. These loans carry an interest of 10% and are payable on demand. | |||||||||
In 2014, the Company received additional loans from Capex Investments Limited, a shareholder, in the amount of $285,150. During the three month period ending November 30, 2014, Capex Investments Limited converted $418,414 of his loans balance into 4,257,974 common shares of Next Galaxy Corp. During the three month period ending August 31, 2014, Capex Investments Limited converted $328,780 of his loans balance into 3,176,761 common shares of Next Galaxy Corp. In 2014, the Company has entered into an agreement with Capex Investment Limited where Capex Investment took charge of all the assets and liabilities related to services to the machine-to-machine business and granted a reduction of $100,000 of the loans owed to Capex Investment. In 2014, the Company received additional loans from Capex Investments Limited, a shareholder, in the amount of $192,000. The amount owed to Capex Investments Limited at November 30, 2014 is $0. These loans carry an interest of 10% and are payable on demand. | |||||||||
The Company has not received any loans from DT Crystal in 2014. During the three month period ending August 31, 2014, DT Crystal converted his loans balance of $44,940 into 434,224 common shares of Next Galaxy Corp. The amount owed to DT Crystal November 30, 2014 is $0. These loans carry an interest of 10% and are payable on demand. | |||||||||
A summary of the amounts outstanding is as follows: | |||||||||
Balance | Balance | ||||||||
November 30, | May 31, | ||||||||
2014 | 2014 | ||||||||
Michel St-Pierre | $ | 6,739 | $ | 386,512 | |||||
Stockholder | - | 164,140 | |||||||
Capex Investments Limited | - | 428,780 | |||||||
DT Crystal | - | 44,940 | |||||||
$ | 6,739 | $ | 1,024,372 | ||||||
NOTE_8_CAPITAL_STOCK
NOTE 8 - CAPITAL STOCK | 6 Months Ended |
Nov. 30, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – CAPITAL STOCK |
The company is authorized to issue 500,000,000 shares of common stock (par value $0.00001) of which 152,046,210 were issued and outstanding as of November 30, 2014. | |
In the last quarter the Company issued 7,875,023 shares of common stock. | |
A total of 2,236,788 shares of common stock were issued to Capex Investments Limited, in consideration of conversion of a debt of $268,414, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. | |
A total of 388,235 shares of common stock were issued to Seismic Holdings, in consideration of consulting fees of $69,882, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. | |
A total of 250,000 shares of common stock were issued to Mr. Kevin Jordan, in consideration of consulting fees of $45,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. | |
A total of 3,000,000 shares of common stock were issued to DT Crystal, in consideration of consulting fees of $540,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. | |
A total of 2,000,000 shares of common stock were issued to Viper Enterprises, in consideration of consulting fees of $200,000, all of which were restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. | |
The shares were issued pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended (the "Act"), or pursuant to the exemption from registration contained in Section 4(a)(1) of the Act. | |
NOTE_9_INCOME_TAXES
NOTE 9 - INCOME TAXES | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | NOTE 9 – INCOME TAXES | ||||||||
The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes under enacted tax laws and rates. | |||||||||
The tax effects of temporary differences that give rise to deferred tax assets are presented below: | |||||||||
30-Nov | May 31, | ||||||||
2014 | 2014 | ||||||||
Statutory tax rate (including state tax) | 40 | % | 40 | % | |||||
Valuation allowance | (40.0 | %) | (40.0 | %) | |||||
Income tax provision | 0 | % | 0 | % | |||||
Components of the Company's deferred tax liabilities and assets are as follows: | |||||||||
30-Nov | May 31, | ||||||||
2014 | 2014 | ||||||||
Deferred tax asset | $ | 1,303,710 | $ | 1,015,897 | |||||
Valuation allowance | (1,303,710 | ) | (1,015,897 | ) | |||||
Deferred tax asset net of valuation allowance | $ | - | $ | - | |||||
NOTE_10_COMMITMENTS_AND_CONTIN
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Nov. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES |
The Company does not have any commitments nor contingencies. | |
NOTE_10_RELATED_PARTY_TRANSACT
NOTE 10 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Nov. 30, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 – RELATED PARTY TRANSACTIONS |
See Note 7 regarding Notes Payable to related parties. | |
NOTE_11_DISCONTINUED_OPERATION
NOTE 11 - DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS) | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 12 – DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS) | ||||||||
Following the IP Asset Purchase Agreement the Company through the issue date of the Financial Statements and noted there were no material subsequent events as of that date. The focus of our business from services to the machine-to-machine market to technology solutions that provide easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities. The Company has entered into an agreement with Capex Investment Limited where Capex Investment took charge of all the assets and liabilities related to services to the machine-to-machine business and granted a reduction of $100,000 of the loans owed to Capex Investment. | |||||||||
In accounting for the above agreement the Company has (1) recognized the disposition of the affairs related to the machine-to-machine business. The effects of this agreement beyond the Company's exit from the machine-to-machine business within the Company's balance sheet at November 30, 2014 are summarized below. The Company has recognized approximately $393,232 in gain on settlement of debts. | |||||||||
Effects of agreement | |||||||||
Before | After | ||||||||
Outstanding common shares | 66,146,442 | 121,146,442 | |||||||
Wind up of machine-to-machine business | |||||||||
Assets | 0 | 0 | |||||||
Liabilities | 632,686 | 239,454 | |||||||
Stockholders' Deficiency | (632,686 | ) | (239,454 | ) | |||||
NOTE_13_SUBSEQUENT_EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 6 Months Ended |
Nov. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS |
On December 9, 2014, the Company received $150,000 in proceeds of a loan which is convertible into shares of the Company's common stock at a discount of 30% of the market price of the common shares of the Company at the time of conversion and bear interest at 8% per annum. | |
NOTE_5_ACCRUED_EXPENSES_AND_SU1
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | November | May | |||||||
2014 | 2014 | ||||||||
Accrued interest | $ | 1,183 | $ | - | |||||
Accrued interest related party | - | 162,698 | |||||||
Accrued compensation | 108,000 | 24,000 | |||||||
Accrued operating expenses | 109,789 | 296,431 | |||||||
$ | 218,972 | $ | 483,129 |
NOTE_6_NOTES_PAYABLE_Tables
NOTE 6 - NOTES PAYABLE (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Short-term Debt [Table Text Block] | Balance | Balance | |||||||
November 30, | May 31, | ||||||||
2014 | 2014 | ||||||||
Bindor LLC | $ | 50,000 | $ | - |
NOTE_7_NOTES_PAYABLE_STOCKHOLD1
NOTE 7 - NOTES PAYABLE - STOCKHOLDERS' (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Note Payable Shareholder [Abstract] | |||||||||
Schedule of Debt Payable Stockholders' | Balance | Balance | |||||||
November 30, | May 31, | ||||||||
2014 | 2014 | ||||||||
Michel St-Pierre | $ | 6,739 | $ | 386,512 | |||||
Stockholder | - | 164,140 | |||||||
Capex Investments Limited | - | 428,780 | |||||||
DT Crystal | - | 44,940 | |||||||
$ | 6,739 | $ | 1,024,372 |
NOTE_9_INCOME_TAXES_Tables
NOTE 9 - INCOME TAXES (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 30-Nov | May 31, | |||||||
2014 | 2014 | ||||||||
Statutory tax rate (including state tax) | 40 | % | 40 | % | |||||
Valuation allowance | (40.0 | %) | (40.0 | %) | |||||
Income tax provision | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 30-Nov | May 31, | |||||||
2014 | 2014 | ||||||||
Deferred tax asset | $ | 1,303,710 | $ | 1,015,897 | |||||
Valuation allowance | (1,303,710 | ) | (1,015,897 | ) | |||||
Deferred tax asset net of valuation allowance | $ | - | $ | - |
NOTE_11_DISCONTINUED_OPERATION1
NOTE 11 - DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS) (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Effects of agreement | ||||||||
Before | After | ||||||||
Outstanding common shares | 66,146,442 | 121,146,442 | |||||||
Wind up of machine-to-machine business | |||||||||
Assets | 0 | 0 | |||||||
Liabilities | 632,686 | 239,454 | |||||||
Stockholders' Deficiency | (632,686 | ) | (239,454 | ) |
NOTE_3_GOING_CONCERN_Details
NOTE 3 - GOING CONCERN (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | |
Going Concern Note [Abstract] | |||||
Net Income (Loss) Attributable to Parent | ($693,921) | ($89,314) | ($1,412,935) | ($204,325) | |
Working Capital Deficit | -364,720 | -364,720 | |||
Stockholders' Equity Attributable to Parent | $4,988,824 | $4,988,824 | ($1,500,454) |
NOTE_4_ASSET_PURCHASE_AND_INTA1
NOTE 4 - ASSET PURCHASE AND INTANGIBLE ASSET (Details) | 6 Months Ended |
Nov. 30, 2014 | |
Business Combinations [Abstract] | |
Stock Issued During Period, Shares, Acquisitions | 55,000,000 |
NOTE_5_ACCRUED_EXPENSES_AND_SU2
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Details) - Accrued Expenses (USD $) | Nov. 30, 2014 | 31-May-14 |
Accrued Expenses [Abstract] | ||
Accrued interest | $1,183 | |
Accrued interest related party | 162,698 | |
Accrued compensation | 108,000 | 24,000 |
Accrued operating expenses | 109,789 | 296,431 |
$218,972 | $483,129 |
NOTE_6_NOTES_PAYABLE_Details
NOTE 6 - NOTES PAYABLE (Details) (USD $) | Oct. 25, 2015 | Nov. 30, 2014 |
Debt Disclosure [Abstract] | ||
Debt Instrument, Face Amount | $150,000 | $50,000 |
Debt Instrument, Interest Rate, Effective Percentage | 18.00% |
NOTE_6_NOTES_PAYABLE_Details_N
NOTE 6 - NOTES PAYABLE (Details) - Note Payable (USD $) | Oct. 25, 2015 | Nov. 30, 2014 |
Note Payable [Abstract] | ||
Bindor LLC | $150,000 | $50,000 |
NOTE_7_NOTES_PAYABLE_STOCKHOLD2
NOTE 7 - NOTES PAYABLE - STOCKHOLDERS' (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
Nov. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Nov. 30, 2014 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | |
Note Payable Shareholder [Abstract] | |||||||||
Increase (Decrease) in Due to Officers and Stockholders, Current | $6,739 | ||||||||
Debt Conversion, Converted Instrument, Amount | 418,414 | 44,940 | 328,780 | 164,140 | 386,512 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,257,974 | 434,224 | 3,176,761 | 1,585,969 | 3,734,581 | ||||
Due from Officers or Stockholders | 6,739 | 6,739 | 6,739 | ||||||
Debt Instrument, Interest Rate During Period | 10.00% | 10.00% | 10.00% | 10.00% | |||||
Due to Officers or Stockholders | 0 | 0 | 0 | 386,512 | |||||
Increase (Decrease) in Notes Payable, Related Parties | 192,000 | 285,150 | 425,152 | 54,208 | |||||
Gains (Losses) on Restructuring of Debt | 100,000 | ||||||||
Due to Related Parties | 0 | 0 | 0 | 0 | 428,780 | ||||
Due to Related Parties, Current | $0 | $0 | $0 | $0 |
NOTE_7_NOTES_PAYABLE_STOCKHOLD3
NOTE 7 - NOTES PAYABLE - STOCKHOLDERS' (Details) - Notes Payable - Stockholders' (USD $) | Nov. 30, 2014 | Aug. 31, 2014 | 31-May-14 |
Notes Payable - Stockholders' [Abstract] | |||
Michel St-Pierre | $0 | $386,512 | |
Stockholder | 6,739 | 1,024,372 | |
Capex Investments Limited | 0 | 428,780 | |
DT Crystal | 44,940 | ||
$6,739 | $1,024,372 |
NOTE_8_CAPITAL_STOCK_Details
NOTE 8 - CAPITAL STOCK (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | 31-May-14 | |
Stockholders' Equity Note [Abstract] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | ||||||
Common Stock, Shares, Outstanding | 152,046,210 | 66,146,442 | ||||||
Development Stage Entities, Stock Issued, Shares, Issued for Cash | 7,875,023 | |||||||
Conversion of Stock, Shares Issued | 2,000,000 | 3,000,000 | 250,000 | 2,236,788 | ||||
Conversion of Stock, Amount Converted (in Dollars) | $200,000 | $540,000 | $45,000 | $268,414 | $12,000 | |||
Stock Issued During Period, Shares, Issued for Services | 388,235 | |||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $69,882 |
NOTE_9_INCOME_TAXES_Details_De
NOTE 9 - INCOME TAXES (Details) - Deferred Tax Assets (USD $) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2014 | 31-May-14 | |
Deferred Tax Assets [Abstract] | ||
Statutory tax rate (including state tax) | 40.00% | 40.00% |
Valuation allowance | -40.00% | -40.00% |
Income tax provision (in Dollars) | $0 | $0 |
NOTE_9_INCOME_TAXES_Details_Co
NOTE 9 - INCOME TAXES (Details) - Components of Deferred Tax Liabilities and Assets (USD $) | Nov. 30, 2014 | 31-May-14 |
Components of Deferred Tax Liabilities and Assets [Abstract] | ||
Deferred tax asset | $1,303,710 | $1,015,897 |
Valuation allowance | ($1,303,710) | ($1,015,897) |
NOTE_11_DISCONTINUED_OPERATION2
NOTE 11 - DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS) (Details) (USD $) | 6 Months Ended |
Nov. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Debt Instrument, Decrease, Forgiveness | $100,000 |
Gains (Losses) on Extinguishment of Debt | $393,232 |
NOTE_11_DISCONTINUED_OPERATION3
NOTE 11 - DISCONTINUED OPERATIONS (MACHINE-TO-MACHINE BUSINESS) (Details) - Effects of Asset Purchase Agreement (USD $) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2014 | 31-May-14 | |
Effects of Asset Purchase Agreement [Abstract] | ||
Outstanding common shares (in Shares) | 121,146,442 | 66,146,442 |
Wind up of machine-to-machine business | ||
Assets | $0 | $0 |
Liabilities | 239,454 | 632,686 |
Stockholders' Deficiency | ($239,454) | ($632,686) |
NOTE_13_SUBSEQUENT_EVENTS_Deta
NOTE 13 - SUBSEQUENT EVENTS (Details) (USD $) | 11 Months Ended | |
Oct. 25, 2015 | Nov. 30, 2014 | |
Subsequent Events [Abstract] | ||
Debt Instrument, Face Amount (in Dollars) | $150,000 | $50,000 |
Debt Instrument, Convertible, Conversion Ratio | 0.3 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |