Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
May. 31, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Profit Planners Management, Inc. | |
Entity Central Index Key | 1,468,164 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-K | |
Document Period End Date | May 31, 2015 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 289,511.85 | |
Entity Common Stock, Shares Outstanding | 5,430,279 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May. 31, 2015 | May. 31, 2014 |
Current assets: | ||
Cash | $ 57,906 | $ 39,982 |
Accounts receivable (net of allowance of $34,079 and $19,795 in 2015 and 2014, respectively) | $ 99,497 | 99,940 |
Note receivable | 72,000 | |
Other current assets | $ 6,991 | 39,590 |
Total current assets | 164,394 | 251,512 |
Property and equipment: | ||
Property and equipment | 13,172 | 13,172 |
Less: accumulated depreciation | (10,998) | (6,839) |
Net property and equipment | 2,174 | 6,333 |
Total Assets | 166,568 | 257,845 |
Current liabilities: | ||
Accounts payable and accrued expenses | 161,290 | 46,357 |
Accounts payable and accrued expenses - related parties | 74,712 | 66,700 |
Accrued expenses - employee compensation as current position | 25,000 | 130,000 |
Accrued expenses - officer's compensation | 466,907 | 373,925 |
Deferred revenue | 2,850 | 20,000 |
Total Current Liabilities | 730,759 | $ 636,982 |
Accrued expenses - employee compensation, less current portion | 101,000 | |
Total Liabilities | $ 831,759 | $ 636,982 |
Stockholders' Deficit | ||
Preferred stock - $.001 par value; 50,000,000 shares authorized; none and none issued and outstanding in 2015 and 2014, respectively | ||
Common stock - $.001 par value; 50,000,000 shares authorized; 5,430,279 and 5,405,279 shares issued and outstanding in 2015 and 2014, respectively | $ 5,430 | $ 5,405 |
Additional paid-in capital | 301,766 | 296,791 |
Accumulated deficit | (972,387) | (681,333) |
Net Stockholders' Deficit | (665,191) | (379,137) |
Total Liabilities And Stockholders' Deficit | $ 166,568 | $ 257,845 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Net of allowance | $ 34,079 | $ 19,795 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 50,000,000 |
Common stock, shares issued | 5,430,279 | 5,405,279 |
Common stock, shares outstanding | 5,430,279 | 5,405,279 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues - consulting and management services fees | $ 812,758 | $ 703,304 |
Revenues - consulting and management services fees - related party | 6,925 | |
Total revenues | $ 812,758 | 710,229 |
Cost of revenues - personnel and overhead costs | 549,844 | 544,955 |
Gross Profit | 262,914 | 165,274 |
Selling, general and administrative expenses: | ||
Corporate management | 241,604 | 359,113 |
Consulting and professional expenses | 142,356 | 81,574 |
Other operating expenses | 170,008 | 220,037 |
Total selling, general and administrative expenses | 553,968 | 660,724 |
Net loss and comprehensive loss from continuing operations | $ (291,054) | (495,450) |
Discontinued operations (Note 4) | ||
Net loss and comprehensive loss from operations of Organics Innovations, Inc. | 80,122 | |
Net loss and comprehensive loss | $ (291,054) | $ (415,328) |
Net loss per weighted-average shares common stock - basic and diluted: | ||
Continuing operations | $ (0.01) | |
Discontinued operations | ||
Net loss | $ (0.01) | |
Weighted-average number of shares of common stock to be issued and outstanding - basic and diluted: | 5,430,279 | 5,322,180 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | May. 31, 2015 | Apr. 30, 2015 | May. 31, 2014 |
Note receivable | $ 72,000 | ||
Chief Executive Officer [Member] | |||
Note receivable | $ 72,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock | Common Stock subscribed | Additional Paid-in Capital | Amount Due Under Subscription Agreement | Accumulated Deficit | Total |
Begining Balance at May. 31, 2013 | $ 5,056 | $ 314 | $ 200,410 | $ (28,334) | $ (266,005) | $ (88,559) |
Begining Balance (in shares) at May. 31, 2013 | 5,056,297 | |||||
Stock issued for consulting arrangement | $ 50 | 24,950 | 25,000 | |||
Stock issued for consulting arrangement (in shares) | 50,000 | |||||
Stock issuance to employees and advisors | $ 33 | 29,217 | 29,250 | |||
Stock issuance to employees and advisors (in shares) | 32,500 | |||||
Stock issued to private placement investor | $ 235 | 70,265 | $ 70,500 | |||
Stock issued to private placement investor (in shares) | 235,000 | |||||
Adjustment to subscribed stock value | $ 31 | $ (314) | $ (28,051) | $ 28,334 | ||
Adjustment to subscribed stock value (in shares) | 31,482 | |||||
Net loss | $ (415,328) | $ (415,328) | ||||
Ending Balance at May. 31, 2014 | $ 5,430 | $ 296,791 | $ (681,333) | (379,137) | ||
Ending Balance (in shares) at May. 31, 2014 | 5,405,279 | |||||
Stock issued to private placement investor | $ 25 | $ 4,975 | 5,000 | |||
Stock issued to private placement investor (in shares) | 25,000 | |||||
Net loss | $ (291,054) | (291,054) | ||||
Ending Balance at May. 31, 2015 | $ 5,430 | $ 301,766 | $ (972,387) | $ (665,191) | ||
Ending Balance (in shares) at May. 31, 2015 | 5,430,279 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash Flows From Operating Activities | ||
Net loss | $ (291,054) | $ (415,328) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | ||
Depreciation | 4,159 | 6,013 |
Provision for bad debt | $ 10,684 | 61,544 |
Net gain on sale of discontinued operations | (107,773) | |
Stock compensation | 54,250 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ (10,241) | (68,052) |
Other current assets | 32,599 | 821 |
Accounts payable and accrued expenses | 114,933 | 14,484 |
Accounts payable and accrued expenses - related party | 8,012 | 27,050 |
Accrued expenses - employee compensation | (4,000) | 130,000 |
Accrued expenses payable - officer's compensation | 164,982 | 180,284 |
Deferred revenue | (17,150) | (31,250) |
Net Cash Provided by (Used in) Operating Activities | $ 12,924 | (147,957) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (10,545) | |
Cash Flows From Financing Activities | ||
Proceeds from the issuance of common stock | $ 5,000 | 70,500 |
Net (decrease) increase in cash | 17,924 | (88,002) |
Cash, beginning of year | 39,982 | 127,984 |
Cash, end of year | $ 57,906 | $ 39,982 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flow (Parenthetical) $ in Thousands | 1 Months Ended |
Apr. 30, 2015USD ($) | |
Statement of Cash Flows [Abstract] | |
Non cash note receivable | $ 72,000 |
Organization
Organization | 12 Months Ended |
May. 31, 2015 | |
Organization [Abstract] | |
ORGANIZATION | NOTE 1 - ORGANIZATION Profit Planners Management, Inc. (the “Company”) was incorporated on January 29, 2009 under the laws of the State of Nevada. The Company derives revenue from management, tax, financial and accounting advisory services mainly through consulting agreements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Profit Management, Inc., PPMT Group formally Enertel Plus, Inc. and PPMT Strategic Group, Inc. All inter-company balances and transactions have been eliminated in consolidation. Property and equipment Property and equipment consists of computer equipment, which is stated at cost and depreciated using the straight-line method based on an estimated useful life of three years. Depreciation expense from continuing operations totaled $4,159 and $6,013 for the years ended May 31, 2015, and May 31, 2014, respectively. Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Accounts receivable Accounts receivable represent trade obligations from customers that are subject to normal trade collection terms, without discounts. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and credit to accounts receivable. Actual amounts could vary from the recorded estimates. The Company recorded an allowance for doubtful accounts of $34,079 and $19,795, as of May 31, 2015 and May 31, 2014, respectively. The Company does not require collateral to support customer receivables. Revenue recognition The Company’s revenues are derived from management, financial and accounting advisory services. The Company will recognize revenue when it is realized or realizable and earned. 2014 product sales from the Company’s Organic Innovations subsidiary’s e-commerce sites are reflected in discontinued operations. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. The Company’s three largest customers accounted for 28%, 12% and 11% of revenue for the year ended May 31, 2015. The Company’s two largest customers accounted for 28% and 10% of revenue for the year ended May 31, 2014. Deferred Revenue Deferred revenue represents revenues collected but not earned. This is primarily composed of revenue for service contracts where payments are made in advance of services being rendered. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes The amount provided for income taxes is based upon the amounts of current and deferred taxes payable or refundable at the date of the financial statements as a result of all events recognized in the financial statements as measured by the provisions of enacted tax laws. The Company evaluates any uncertain tax positions and a loss would be recognized based on management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company’s assessment of such tax matters changes, the change in estimate is recorded in the period in which the determination is made. The Company reports any tax-related interest and penalties as a component of income tax expense. The Company is subject to federal and state income taxes in which the Company operates. Tax years subject to examination by federal and state jurisdictions include 2010 and after. Net income (loss) per common share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of May 31, 2015 or 2014. Due to the loss for the periods presented, the shares are not included in the calculation as they would be anti-dilutive. Recently Issued Accounting Pronouncements In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination been made as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations, financial position or cash flows. |
Going Concern
Going Concern | 12 Months Ended |
May. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN As reflected in the accompanying audited financial statements, the Company has a net loss and comprehensive loss of $291,054 and $415,328 for the years ended May 31, 2015 and May 31, 2014, respectively; and an accumulated deficit of $972,387 at May 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the actions presently being taken and the success of future operations will be sufficient to enable the Company to continue as a going concern. These actions include continuing to grow the Company’s revenues to sufficiently support its cost structure through existing and new clients while actively seeking channels to develop business. In August 2013, the Company obtained $70,500 through private placement offerings. Management may seek additional financing using equity or debt instruments in the future through additional private placement offerings. There can be no assurance that the actions taken and raising of equity will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
May. 31, 2015 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 - DISCONTINUED OPERATIONS As of February 28, 2014 the Company reached a decision to sell the assets of its Organic Innovations business. The assets consisted of three domain names, trademarks, websites and customer lists. The domain names were purchased from third parties and a related party (Note 5) in October 2013 and had a carrying value of $7,227 as of February 28, 2014. The other assets were internally developed and have no carrying value. Cash flows from the business arose primarily from the gross margin of the products and working capital timing. On May 9, 2014, the Company completed the sale of assets of its Organic Innovations subsidiary to a third party pursuant to the terms of the Asset Purchase Agreement between the parties dated as of May 7, 2014 for an aggregate purchase price of $115,000. The purchase price was paid in installments of cash of $4,500 on May 9, 2014 and $13,500 on May 31, 2014, the assumption of a Company obligation to the CEO for $25,000 and a promissory note for $72,000 which earned an interest rate of 8% per annum. As discussed in Note 5, this note was assumed by the Company’s CEO during April 2015 and offset against the Company’s accrued compensation obligation to him. Product sales represented revenue from the sale of products and related shipping fees. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, were recorded when the products were shipped and title passed to customers. Return allowances, which reduced revenue, were estimated using historical experience. Revenue from product sales was recorded net of sales taxes. Discount offers, when accepted by our customers, were treated as a reduction to sales revenues. The following table summarized the results of the Organic Innovations business for the year ended May 31, 2014: Year Ended May 31, 2014 Net product sales $ 32,115 Cost of sales (24,762 ) Other operating expenses (35,004 ) Loss from discontinued operations (27,651 ) Gain on sale of discontinued operations 107,773 Net income from discontinued operations $ 80,122 Cash flows from discontinued operations $ (27,651 ) As the Company is in a net operating loss position, any taxable income generated by net income of the discontinued operations and the gain on the sale of assets would be offset by the losses incurred. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS The Company had revenues totaling $0 and $6,925 reflected in the financial statements for the years ended May 31, 2015 and 2014, respectively, related to an affiliated company for which the Company’s CEO has a controlling interest. On October 1, 2013 the Company purchased for $4,000, a domain name and site from Golden Age Medical Inc., a company owned by the CEO. This asset was subsequently sold as part of the Organic Innovations Inc. asset sale (Note 4). The Company had accrued officer’s compensation expense payable to the CEO, who has a controlling ownership interest in the Company. The compensation obligations owed to the CEO totaled $466,907 and $373,925 for the years ended May 31, 2015 and 2014, respectively. In April, 2015 the Company’s CEO assumed the $72,000 note plus accrued interest (note 4). The compensation obligation to the CEO was reduced by $77,745. The Company had accrued compensation expense payable to a former Director of the Company for providing legal counsel services for $1,000 per month. The compensation obligations owed to the Director totaled $22,000 and $16,000 for the years ended May 31, 2015 and 2014, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
May. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES For tax purposes as of May 31, 2015, the Company has United States federal and state (New York and Florida) net operating loss (NOL) carryovers which are available to offset future taxable income These NOL carryovers expire follows: Federal State Fiscal Year Generated Fiscal Year of Expiration Amount Fiscal Year of Expiration Amount 2010 2030 $ 1,904 2030 $ 1,787 2011 2031 93,122 2031 87,434 2012 2032 53,830 2032 50,542 2014 2034 330,952 2034 310,733 2015 2035 79,239 2035 74,398 $ 559,047 $ 524,894 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax asset are as follows as of May 31: 2015 2014 Deferred tax asset - net operating loss carryovers $ 117,589 $ 100,922 Deferred tax asset - accrued expenses 149,022 106,165 Valuation allowance (266,611 ) (207,087 ) Net deferred tax asset $ - $ - The Company periodically evaluates whether it is more likely than not that it will generate sufficient taxable income to realize the deferred income tax asset. The ultimate realization of this asset is dependent upon the generation of future taxable income sufficient to offset the related deductions. At the present time, management cannot presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly, a valuation allowance has been established to offset the asset. The net change in valuation allowance was an increase of $59,524 and $87,109 in 2015 and 2014, respectively. The reconciliation of income tax benefit attributable to continuing operations computed at the U.S. federal statutory tax rates to the income tax benefit recorded is as follows: Year Ended May 31, 2015 2014 Income tax at U.S. statutory rate of 15% $ (43,658 ) $ (62,299 ) State income taxes, net of federal benefit (15,866 ) (24,810 ) Increase in valuation allowance 59,524 87,109 Income tax benefit $ - $ - |
Subscription Agreement
Subscription Agreement | 12 Months Ended |
May. 31, 2015 | |
Subscription Agreement [Abstract] | |
SUBSCRIPTION AGREEMENT | NOTE 7 - SUBSCRIPTION AGREEMENT In May 2011, the Company entered into a Stock Purchase Agreement with Orchid Island Capital Partners LP (“Orchid”) whereby Orchid agreed to purchase 111,112 shares of the Company’s restricted common stock for $100,000. As of May 31, 2015, the Company had distributed all of the shares but had only received $71,667 of the $100,000 by subscription agreement through the private placement. The Company, unable to collect the remaining $28,333 wrote off this receivable as a reduction to paid-in-capital during the year ended May 31, 2014. |
Leases
Leases | 12 Months Ended |
May. 31, 2015 | |
Leases [Abstract] | |
LEASES | NOTE 8 - LEASES In March 2015 the lease agreement for office space in Manhattan, NY was made on a month-to-month basis with a monthly rent of $6,000. The Company has an office in Miami, Florida under a short-term lease with monthly rent of $630. Rent expense for the Company totaled $55,417 and $56,816, for the years ended May 31, 2015 and 2014, respectively. |
Equity
Equity | 12 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Equity | NOTE 9 – EQUITY On April 24, 2015, the Company’s Board of Directors approved a One (1) for Ten (10) reverse stock split of the Registrant’s authorized and issued and outstanding par value $.001 per share common stock (the “Reverse Stock Split”). Under the terms of the Reverse Stock Split, (i) each Ten (10) shares of common stock held by the Registrant’s shareholders shall be reclassified and converted to One (1) common share, (ii) the number of shares of common stock authorized by the Registrant’s Articles of Incorporation shall be reduced from 500,000,000 shares to 50,000,000 shares. All periods presented in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split. On June 10, 2013, the Company issued 32,500 restricted shares of Company common stock, valued at $29,250, to employees and advisors of the Company as a discretionary bonus approved by the Board of Directors. The value of the common stock was based on the most recent trade price of a common share on the date of issuance. The amounts are reflected as salary and consulting expenses in the consolidated financial statements. Effective July 1, 2013, the Company entered into a six-month services agreement with a consultant for performance of CFO and similar services. Under the agreement, approved by the parties and the Company’s Board of Directors on August 2, 2013, the consultant was compensated through the issuance of 50,000 restricted shares of the Company’s common stock valued at $25,000. The value of the common stock was based on the most recent trade price of a common share on August 2, 2013. The value of the stock issued was recognized as consulting expenses over the contract period as services were rendered and reflected in cost of sales and operating expenses. On August 7, 2013, the Company entered into agreements with accredited investors whereby the Company issued 235,000 shares of common stock at a price of $.30 per share for total proceeds of $70,500. During October 2014, the Company entered in an agreement with an accredited investor whereby the Company issued 25,000 shares of common stock at a price of $0.20 per share for total proceeds of $5,000. |
Contingent Employee Bonus
Contingent Employee Bonus | 12 Months Ended |
May. 31, 2015 | |
Contingent Employee Bonus [Abstract] | |
CONTINGENT EMPLOYEE BONUS | NOTE 10 - CONTINGENT EMPLOYEE BONUS On January 1, 2013, the Company entered into a compensation agreement with an employee that provides for a bonus based upon certain performance requirements. Since inception of the compensation agreement, management has evaluated the results of the employee’s performance and determined that the likelihood of payment would be remote as the employee did not meet the minimum performance requirements. The employee and management are in negotiations to finalize the previous and future compensation, however, management estimates that it is probable the Company will settle with the employee for a $130,000 bonus for past services. As a result of the expected settlement, the Company expensed $130,000 during the year ended May 31, 2014 in conjunction with the bonus. $4,000 has been paid out related to the bonus as of May 31, 2015. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Profit Management, Inc., PPMT Group formally Enertel Plus, Inc. and PPMT Strategic Group, Inc. All inter-company balances and transactions have been eliminated in consolidation. |
Property and equipment | Property and equipment Property and equipment consists of computer equipment, which is stated at cost and depreciated using the straight-line method based on an estimated useful life of three years. Depreciation expense from continuing operations totaled $4,159 and $6,013 for the years ended May 31, 2015, and May 31, 2014, respectively. Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. |
Accounts receivable | Accounts receivable Accounts receivable represent trade obligations from customers that are subject to normal trade collection terms, without discounts. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and credit to accounts receivable. Actual amounts could vary from the recorded estimates. The Company recorded an allowance for doubtful accounts of $34,079 and $19,795, as of May 31, 2015 and May 31, 2014, respectively. The Company does not require collateral to support customer receivables. |
Revenue recognition | Revenue recognition The Company’s revenues are derived from management, financial and accounting advisory services. The Company will recognize revenue when it is realized or realizable and earned. 2014 product sales from the Company’s Organic Innovations subsidiary’s e-commerce sites are reflected in discontinued operations. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. The Company’s three largest customers accounted for 28%, 12% and 11% of revenue for the year ended May 31, 2015. The Company’s two largest customers accounted for 28% and 10% of revenue for the year ended May 31, 2014. |
Deferred Revenue | Deferred Revenue Deferred revenue represents revenues collected but not earned. This is primarily composed of revenue for service contracts where payments are made in advance of services being rendered. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income taxes | Income taxes The amount provided for income taxes is based upon the amounts of current and deferred taxes payable or refundable at the date of the financial statements as a result of all events recognized in the financial statements as measured by the provisions of enacted tax laws. The Company evaluates any uncertain tax positions and a loss would be recognized based on management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company’s assessment of such tax matters changes, the change in estimate is recorded in the period in which the determination is made. The Company reports any tax-related interest and penalties as a component of income tax expense. The Company is subject to federal and state income taxes in which the Company operates. Tax years subject to examination by federal and state jurisdictions include 2010 and after. |
Net income (loss) per common share | Net income (loss) per common share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of May 31, 2015 or 2014. Due to the loss for the periods presented, the shares are not included in the calculation as they would be anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination been made as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations, financial position or cash flows. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
May. 31, 2015 | |
Discontinued Operations [Abstract] | |
Summary of results of Organic Innovation business | Year Ended May 31, 2014 Net product sales $ 32,115 Cost of sales (24,762 ) Other operating expenses (35,004 ) Loss from discontinued operations (27,651 ) Gain on sale of discontinued operations 107,773 Net income from discontinued operations $ 80,122 Cash flows from discontinued operations $ (27,651 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May. 31, 2015 | |
Income Taxes [Abstract] | |
Summary of federal net operating loss carryovers available to offset future taxable income | Federal State Fiscal Year Generated Fiscal Year of Expiration Amount Fiscal Year of Expiration Amount 2010 2030 $ 1,904 2030 $ 1,787 2011 2031 93,122 2031 87,434 2012 2032 53,830 2032 50,542 2014 2034 330,952 2034 310,733 2015 2035 79,239 2035 74,398 $ 559,047 $ 524,894 |
Components of deferred tax asset | 2015 2014 Deferred tax asset - net operating loss carryovers $ 117,589 $ 100,922 Deferred tax asset - accrued expenses 149,022 106,165 Valuation allowance (266,611 ) (207,087 ) Net deferred tax asset $ - $ - |
Reconciliation of income tax benefit attributable to continuing operations computed at U.S. federal statutory tax rates to income tax | Year Ended May 31, 2015 2014 Income tax at U.S. statutory rate of 15% $ (43,658 ) $ (62,299 ) State income taxes, net of federal benefit (15,866 ) (24,810 ) Increase in valuation allowance 59,524 87,109 Income tax benefit $ - $ - |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
May. 31, 2015USD ($)INF | May. 31, 2014USD ($)INF | |
Summary of Significant Accounting Policies (Textual) | ||
Allowancre for doubtful accounts | $ 34,079 | $ 19,795 |
Depreciation expense from continuing operations | $ 4,159 | $ 6,013 |
Property, plant and equipment, depreciation method | Straight-line method | |
Property, plant and equipment, estimated useful life | 3 years | |
Revenue [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Number of customers | INF | 3 | 2 |
Revenue [Member] | Customer One [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 28.00% | 28.00% |
Revenue [Member] | Customer Two [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 12.00% | 10.00% |
Revenue [Member] | Customer Three [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 11.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2013 | May. 31, 2015 | May. 31, 2014 | |
Going Concern (Textual) | |||
Net loss and comprehensive loss from continuing operations | $ (291,054) | $ (495,450) | |
Accumulated deficit | $ (972,387) | $ (681,333) | |
Proceeds from issuance of private placement offerings | $ 70,500 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Organic Innovations business [Member] | 12 Months Ended |
May. 31, 2014USD ($) | |
Summary of results of Organic Innovation business | |
Net product sales | $ 32,115 |
Cost of sales | (24,762) |
Other operating expenses | (35,004) |
Loss from discontinued operations | (27,651) |
Gain on sale of discontinued operations | 107,773 |
Net income from discontinued operations | 80,122 |
Cash flows from discontinued operations | $ (27,651) |
Discontinued Operations (Deta25
Discontinued Operations (Details Textual) - USD ($) | May. 31, 2015 | May. 31, 2014 | May. 09, 2014 | May. 07, 2014 | Feb. 28, 2014 |
Discontinued Operations (Textual) | |||||
Domain names, carrying value | $ 7,227 | ||||
Payment of purchase price was paid in cash | $ 13,500 | $ 4,500 | |||
Sale of assets purchase price consideration | $ 115,000 | ||||
Obligation to CEO calculated under sale of assets | 25,000 | ||||
Promissory note receivable | $ 72,000 | ||||
Promissory note Interest rate percentage | 8.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 01, 2013 | May. 31, 2015 | May. 31, 2014 | Apr. 30, 2015 |
Related Party Transactions (Textual) | ||||
Revenue from related parties | $ 0 | $ 6,925 | ||
Purchase of domain name and site from Golden Age Medical Inc | $ 4,000 | |||
Accrued expenses - officer's compensation | $ 466,907 | 373,925 | ||
Note receivable | 72,000 | |||
CEO [Member] | ||||
Related Party Transactions (Textual) | ||||
Accrued expenses - officer's compensation | $ 466,907 | 373,925 | $ 77,745 | |
Note receivable | $ 72,000 | |||
Director [Member] | ||||
Related Party Transactions (Textual) | ||||
Accrued expenses - officer's compensation | 22,000 | $ 16,000 | ||
Providing legal counsel services | $ 1,000 |
Income Taxes (Details)
Income Taxes (Details) - May. 31, 2015 - USD ($) | Total |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Amount | $ 559,047 |
Federal [Member] | 2010 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,030 |
Net operating loss carryovers, Amount | $ 1,904 |
Federal [Member] | 2011 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,031 |
Net operating loss carryovers, Amount | $ 93,122 |
Federal [Member] | 2012 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,032 |
Net operating loss carryovers, Amount | $ 53,830 |
Federal [Member] | 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,034 |
Net operating loss carryovers, Amount | $ 330,952 |
Federal [Member] | 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,035 |
Net operating loss carryovers, Amount | $ 79,239 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Amount | $ 524,894 |
State [Member] | 2010 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,030 |
Net operating loss carryovers, Amount | $ 1,787 |
State [Member] | 2011 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,031 |
Net operating loss carryovers, Amount | $ 87,434 |
State [Member] | 2012 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,032 |
Net operating loss carryovers, Amount | $ 50,542 |
State [Member] | 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,034 |
Net operating loss carryovers, Amount | $ 310,733 |
State [Member] | 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, Fiscal Year of Expiration | 2,035 |
Net operating loss carryovers, Amount | $ 74,398 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Income Taxes [Abstract] | ||
Deferred tax asset - net operating loss carryovers | $ 117,589 | $ 100,922 |
Deferred tax asset - accrued expenses | 149,022 | 106,165 |
Valuation allowance | $ (266,611) | $ (207,087) |
Net deferred tax asset |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Income Taxes [Abstract] | ||
Income tax at U.S. statutory rate of 15% | $ (43,658) | $ (62,299) |
State income taxes, net of federal benefit | (15,866) | (24,810) |
Increase in valuation allowance | $ 59,524 | $ 87,109 |
Income tax benefit |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Income Taxes Textual (Abstract) | ||
Net change in valuation allowance | $ 59,524 | $ 87,109 |
Income tax at U.S.Statutory rate, Percent | 15.00% | 15.00% |
Subscription Agreement (Details
Subscription Agreement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2013 | May. 31, 2011 | May. 31, 2015 | May. 31, 2014 | |
Subscription Agreement (Textual) | ||||
Proceeds from issuance of private placement | $ 70,500 | |||
Written off receivable reduction to paid-in-capital | $ 28,333 | |||
Orchid Island Capital Partners LP [Member] | ||||
Subscription Agreement (Textual) | ||||
Restricted common stock issued under Stock Purchase Agreement, shares | 111,112 | |||
Restricted common stock issued under Stock Purchase Agreement | $ 100,000 | |||
Private Placement [Member] | ||||
Subscription Agreement (Textual) | ||||
Proceeds from issuance of private placement | $ 71,667 | |||
Subscription received | $ 100,000 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Leases (Textual) | ||
Monthly rent for office space | $ 55,417 | $ 56,816 |
Office space in Manhattan, NY [Member] | ||
Leases (Textual) | ||
Monthly rent for office space | 6,000 | |
Office space in Miami, Florida [Member] | ||
Leases (Textual) | ||
Monthly rent for office space | $ 630 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Apr. 24, 2015 | Aug. 07, 2013 | Aug. 02, 2013 | Jun. 10, 2013 | Oct. 31, 2014 | May. 31, 2015 | May. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares authorized | 500,000,000 | 50,000,000 | |||||
Proceeds from the issuance of common stock | $ 5,000 | $ 70,500 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Accredited Investors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares issued | 235,000 | 25,000 | |||||
Proceeds from the issuance of common stock | $ 70,500 | $ 5,000 | |||||
Common stock, price per share | $ 0.30 | $ 0.20 | |||||
Board of Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reverse stock split, description | Company's Board of Directors approved a One (1) for Ten (10) reverse stock split of the Registrant's authorized and issued and outstanding par value $.001 per share common stock (the "Reverse Stock Split"). Under the terms of the Reverse Stock Split, (i) each Ten (10) shares of common stock held by the Registrant's shareholders shall be reclassified and converted to One (1) common share, (ii) the number of shares of common stock authorized by the Registrant's Articles of Incorporation shall be reduced from 500,000,000 shares to 50,000,000 shares. | ||||||
Restricted common stock issued, shares | 50,000 | 32,500 | |||||
Restricted common stock issued | $ 25,000 | $ 29,250 | |||||
Common stock, par value | $ 0.001 |
Contingent Employee Bonus (Deta
Contingent Employee Bonus (Details) - Deferred Bonus [Member] - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Contingent Employee Bonus (Textual) | ||
Compensation, Description | Management estimates that it is probable the Company will settle with the employee for a $130,000 bonus for past services. | |
Accrued compensation | $ 4,000 | $ 130,000 |