Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May. 31, 2015 | Sep. 29, 2015 | Nov. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | ECOSCIENCES, INC. | ||
Entity Central Index Key | 1,493,174 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 101,751,500 | ||
Entity Public Float | $ 18,525,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Trading Symbol | ECEZ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May. 31, 2015 | May. 31, 2014 |
Current Assets | ||
Cash | $ 381 | $ 19,238 |
Accounts receivable - net | 3,371 | 1,298 |
Inventory | 2,772 | $ 2,035 |
Prepaid expenses | 1,537 | |
Total Assets | 8,061 | $ 22,571 |
Current Liabilities | ||
Accounts payable | 141,711 | 35,905 |
Accrued liabilities | 22,439 | 3,844 |
Due to related party | 10,600 | 10,600 |
Notes payable | 238,232 | 126,732 |
Convertible notes payable | 6,177 | 6,177 |
Total Liabilities | 419,159 | 183,258 |
Stockholders' Deficit | ||
Common Stock 500,000,000 shares authorized, $0.0001 par value; 101,751,500 shares issued and outstanding (2014 - 336,751,500 shares) | 10,175 | $ 33,675 |
Additional Paid-in Capital | 23,030 | |
Deficit | (444,940) | $ (194,559) |
Total Stockholders' Deficit | (411,098) | (160,687) |
Total Liabilities and Stockholders' Deficit | 8,061 | 22,571 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock Value | 147 | 177 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock Value | 20 | $ 20 |
Series C Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock Value | $ 470 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May. 31, 2015 | May. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 101,751,500 | 336,751,500 |
Common stock, shares outstanding | 101,751,500 | 336,751,500 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,468,630 | 1,768,630 |
Preferred stock, shares outstanding | 1,468,630 | 1,768,630 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 200,000 | 200,000 |
Preferred stock, shares outstanding | 200,000 | 200,000 |
Series C Redeemable and Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 4,700,000 | |
Preferred stock, shares outstanding | 4,700,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 5 Months Ended | 12 Months Ended |
May. 31, 2014 | May. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 4,238 | $ 27,599 |
Cost of sales | (1,623) | (10,017) |
Gross Profit | 2,615 | 17,582 |
Expenses | ||
Selling, general and administrative | 60,237 | 191,898 |
Total Expenses | 60,237 | 191,898 |
Net Loss Before Other Expenses | (57,622) | (174,316) |
Other Expenses | ||
Interest expense | (994) | (16,095) |
Net Loss | $ (58,616) | $ (190,411) |
Net Loss Per Share - Basic and Diluted | ||
Weighted-average Common Shares Outstanding - Basic and Diluted | 262,640,323 | 310,354,240 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Series A Redeemable and Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Redeemable and Convertible Preferred Stock [Member] | Additional Paid-In Capital [Member] | Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 25,000 | $ 25 | $ (68,276) | $ (43,251) | |||
Balance, shares at Dec. 31, 2013 | 250,001,500 | ||||||
Issuance of common stock for conversion of debt | $ 2,500 | $ 20 | $ 22,480 | 25,000 | |||
Issuance of common stock for conversion of debt, shares | 25,000,000 | 200,000 | |||||
Issuance of common stock for acquisition of Eco-logical Concepts, Inc. | $ 6,175 | $ 200 | $ (43,921) | (37,546) | |||
Issuance of common stock for acquisition of Eco-logical Concepts, Inc., shares | 61,750,000 | 2,000,000 | |||||
Redemption of Series A preferred stock | $ (23) | $ (22,505) | (23,746) | (46,274) | |||
Redemption of Series A preferred stock, shares | (231,370) | ||||||
Net loss | (58,616) | (58,616) | |||||
Balance at May. 31, 2014 | $ 33,675 | $ 177 | $ 20 | (194,559) | (160,687) | ||
Balance, shares at May. 31, 2014 | 336,751,500 | 1,768,630 | 200,000 | ||||
Redemption of Series A preferred stock | $ (30) | $ (59,970) | $ (60,000) | ||||
Redemption of Series A preferred stock, shares | (300,000) | ||||||
Share exchange agreement | $ (23,500) | $ 470 | $ 23,030 | ||||
Share exchange agreement,shares | (235,000,000) | 4,700,000 | |||||
Net loss | $ (190,411) | $ (190,411) | |||||
Balance at May. 31, 2015 | $ 10,175 | $ 147 | $ 20 | $ 470 | $ 23,030 | $ (444,940) | $ (411,098) |
Balance, shares at May. 31, 2015 | 101,751,500 | 1,468,630 | 200,000 | 4,700,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 5 Months Ended | 12 Months Ended |
May. 31, 2014 | May. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (58,616) | $ (190,411) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,928 | (2,073) |
Prepaid expenses | 2,500 | (1,537) |
Inventory | (1,038) | (737) |
Accounts payable | (9,685) | 105,806 |
Accrued liabilities | 1,184 | 18,595 |
Net Cash Used in Operating Activities | (58,727) | $ (70,357) |
Cash Flows from Investing Activities | ||
Cash acquired upon acquisition of On-Air Impact, Inc. | 34 | |
Net Cash Provided by Investing Activities | 34 | |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 95,000 | $ 111,500 |
Proceeds from convertible notes payable | 25,000 | |
Redemption of Series A redeemable preferred stock | (46,274) | $ (60,000) |
Net Cash Provided by Financing Activities | 73,726 | 51,500 |
Change in Cash | 15,033 | (18,857) |
Cash - Beginning of Year | 4,205 | 19,238 |
Cash - End of Year | 19,238 | $ 381 |
Non-cash Financing Activities: | ||
Common stock issued pursuant to the conversion of convertible debt | $ 25,000 | |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | ||
Income taxes paid |
Nature of Operations
Nature of Operations | 12 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Ecosciences, Inc. (formerly On-Air Impact, Inc.) (the Company) was incorporated in the State of Nevada on May 26, 2010. The Company was a consulting company intending to serve the sports and entertainment industry. On May 9, 2014, the Company entered into a Plan of Merger and Reorganization (Merger Agreement) with Eco-logical Concepts, Inc. (Eco-logical), a Delaware corporation, whereby every 100 shares of common stock of Eco-logical was converted into 500 shares (1 pre-split share) of common stock of the Company and each share of Series A Convertible preferred stock of Eco-logical was converted into 1 share of Series B non-convertible preferred stock of the Company. As a result of the Merger Agreement, stockholders of Eco-logical received 275,001,500 shares of common stock and 200,000 shares of Series B non-convertible preferred stock of the Company in exchange for all 55,000,250 shares of common stock and 200,000 shares of Series A preferred stock of Eco-Logical. The Merger Agreement was treated as a recapitalization of the Company for financial accounting purposes. Refer to Note 4. The Companys principal business is now focused on the development, production and sale of environmentally focused wastewater products. It currently produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. The Company intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers. |
Going Concern
Going Concern | 12 Months Ended |
May. 31, 2015 | |
Going Concern | |
Going Concern | 2. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has not generated significant earnings. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of May 31, 2015, the Company has accumulated losses of $444,940 and a working capital deficit of $411,098. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies a) Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eco-logical Concepts, Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Companys fiscal year-end is May 31. These consolidated financial statements present the net assets and operations of Eco-logical Concepts, Inc. for the five months ended May 31, 2014, since the net assets and operations of Eco-logical Concepts, Inc. are deemed to be the continuing entity for accounting purposes under the terms of the acquisition described in Note 4. Accordingly, Eco-logical Concepts, Inc. is deemed to have acquired the net assets of Ecosciences, Inc. on May 9, 2014. b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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. c) Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. d) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount billed to customers and are ordinarily due upon receipt. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. At May 31, 2015, and 2014, the Companys accounts receivable are offset by a provision for doubtful accounts of $1,054 and $3,102, respectively. e) Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. At May 31, 2015, and 2014, the Company does not need a reserve for any obsolescence due to the current nature of the inventory items. Inventory consisted of water purification tablets and ingredients required to manufacture water purification tablets. f) Shipping and Handling Costs Shipping and handling costs of $553 and $240 are included in general and administrative expenses for the year ended May 31, 2015, and for the five months ended May 31, 2014, respectively. g) Advertising Costs The Company expenses advertising costs as incurred. Such costs totaled approximately $545 and $3,595 for the year ended May 31, 2015, and for the five months ended May 31, 2014, respectively. h) Fair Value of Financial Instruments The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 quoted prices for identical instruments in active markets. Level 2 quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, due to related parties, loans payable and convertible notes payable. There were no transfers into or out of Level 3 during the periods ended May 31, 2015, and 2014. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. i) Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured which is typically when title transfers upon shipment. j) Income Taxes The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. k) Recent Accounting Pronouncements In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual period using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its financial statements. |
Acquisition of Eco-logical Conc
Acquisition of Eco-logical Concepts, Inc | 12 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition of Eco-logical Concepts, Inc | 4. Acquisition of Eco-logical Concepts, Inc. On May 9, 2014, the Company acquired 100% of Eco-logical in exchange for 275,001,500 shares of common stock and 200,000 shares of Series B non-convertible preferred stock (the Merger Agreement). Eco-logicals past and planned future principal business is focused on the development, production and sale of environmentally focused wastewater products. It currently produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. Eco-logical intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers. The former shareholders of Eco-logical held a 96% voting control of the Company immediately following the Merger Agreement. The Merger Agreement was a capital transaction in substance and therefore has been accounted for as a reverse capitalization. Under reverse capitalization accounting, Eco-logical is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of Eco-logical since inception. As part of the Merger Agreement, the Company entered into a Share Exchange Agreement with a shareholder in which it agreed to exchange 5,000,000,000 shares of common stock for 2,000,000 shares of Series A convertible preferred stock. On May 12, 2014, the Company redeemed 131,370 shares of Series A convertible preferred stock in exchange for $26,274. On May 20, 2014, the Company redeemed 100,000 shares of Series A convertible preferred stock in exchange for $20,000. The assets acquired and liabilities assumed from Ecosciences, Inc. are as follows: May 9, 2014 Cash $ 34 Accounts payable (29,580 ) Note payable (8,000 ) Net liabilities assumed $ (37,546 ) |
Inventory
Inventory | 12 Months Ended |
May. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consists of the following: May 31, 2015 May 31, 2014 Raw Materials $ 34 $ 464 Finished Goods 1,882 866 Packaging Supplies 856 705 Total $ 2,772 $ 2,035 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions At May 31, 2015, and 2014, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $10,600, for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. |
Notes Payable
Notes Payable | 12 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable Notes payable consist of the following: May 31, 2015 May 31, 2014 a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 3,732 $ 3,732 b) Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note is due one year following the borrowing date. 8,000 8,000 c) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At May 31, 2015, and 2014, the Company owed accrued interest of $4,268 and $2,159, respectively. 20,000 20,000 d) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, and 2014, the Company owed accrued interest of $13,164 and $359, respectively. 170,000 * 95,000 * e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, the Company owed accrued interest of $152. 2,500 f) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, the Company owed accrued interest of $250. 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, the Company owed accrued interest of $137. 19,000 $ 238,232 $ 126,732 * |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. Convertible Notes Payable a) On December 22, 2011, the Company entered into two Convertible Promissory Note agreements for an aggregate of $4,000. The Notes bear interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the Notes are convertible into shares of common stock at a conversion price equal to $0.01 per share. At May 31, 2015, and 2014, the Company owed accrued interest of $1,376 and $959, respectively. At May 31, 2015, and 2014, the balance owing on the two Notes was $4,000. b) On December 22, 2011, the Company entered into a Convertible Promissory Note agreement for $10,000. The Note bears interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.01 per share. In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock at $0.01 per share. No payments of principle or interest have been made during the year ended May 31, 2015. At May 31, 2015, and 2014, the Company owed accrued interest of $249 and $129, respectively. At May 31, 2015, and 2014, the balance owing on the Note was $1,177. c) On December 28, 2011, the Company entered into a Convertible Promissory Note agreement for $1,000. The Notes bear interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the Notes are convertible into shares of common stock at a conversion price equal to $0.001 per share. At May 31, 2015, and 2014, the Company owed accrued interest of $342 and $238, respectively. At May 31, 2015, and 2014, the outstanding balance on the Note was $1,000. d) On May 8, 2014, the Company entered into a Convertible Promissory Note agreement for $25,000. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due on May 8, 2015. On May 9, 2014, the Company issued 5,000,000 shares of common stock and 200,000 shares of Series A preferred stock of Eco-logical upon the conversion of the principal amount of $25,000. |
Common Stock
Common Stock | 12 Months Ended |
May. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 9. Common Stock a) On May 9, 2014, the Company issued 5,000,000 shares of common stock of Eco-logical upon the conversion of $25,000 of convertible notes (Note 8(d)). b) On May 9, 2014, the Company completed a Plan of Merger and Reorganization whereby the Company acquired 100% of the issued and outstanding common shares of Eco-logical. As part of the agreement, the Company issued 275,001,500 shares of common stock to the shareholders of Eco-logical (Note 4). |
Preferred Stock
Preferred Stock | 12 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Preferred Stock | 10. Preferred Stock a) On December 10, 2012, the Company designated 4,000,000 shares of preferred stock as Series A convertible preferred stock. The holders of the Series A convertible preferred stock may elect to convert their shares at any time and from time to time in their sole discretion. Each share of Series A preferred stock is redeemable at the option of the Company for $0.20 per share and is convertible into 20 shares of common stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the common stock of the Company. The holders of the Series A preferred stock shall vote only on a share for share basis with the Companys common stock. b) On May 9, 2014, the Company issued 200,000 shares of Series B non-convertible preferred stock to a shareholder of Eco-logical pursuant to a Plan of Merger and Reorganization (Note 4). The holder of the Series B non-convertible preferred stock shall vote together with the shares of common stock as a single class and, regardless of the number of shares of Series B non-convertible preferred stock outstanding and as long as at least one of such shares of Series B non-convertible preferred stock is outstanding, shall represent 80% of all votes entitled to vote. Each outstanding share of the Series B non-convertible preferred stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B non-convertible preferred stock. c) As part of the merger, the Company entered into a Share Exchange Agreement with a shareholder in which it agreed to exchange 5,000,000 shares of common stock for 2,000,000 shares of Series A convertible preferred stock. d) As part of the merger, the Company redeemed 131,370 shares of Series A convertible preferred stock in exchange for $26,274. e) On May 20, 2014, the Company redeemed 100,000 shares of Series A convertible preferred stock in exchange for $20,000. f) During the year ended May 31, 2015, the Company redeemed 300,000 shares of Series A convertible preferred stock, at managements discretion, in exchange for $60,000. g) Effective June 23, 2014, the Articles of Incorporation were amended to increase the number of authorized shares of preferred stock from 10,000,000 shares to 50,000,000 shares. h) On April 20, 2015, the Company designated 10,000,000 shares of preferred stock as Series C convertible preferred stock with a stated value of $0.001 per share. The holders of the Series C convertible preferred stock may elect to convert their shares at any time and from time to time in their sole discretion. Each share of Series C convertible preferred stock is redeemable at the option of the Company for $0.10 per share and is convertible into 10 shares of common stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series C preferred stock that would result in the stockholder beneficially owning more than 4.99% of the common stock of the Company. The holders of the Series C convertible preferred stock also have the right to elect to have any portion of the shares be repurchased by the Company at $0.10 per share. The holders of the Series C preferred stock shall be entitled to a number of votes equal to the number of shares of common stock into which the Series C shares held are convertible. Subsequent to the year ended May 31, 2015, the Company amended the terms of the Series C convertible preferred stock (Note 13(a)). i) On April 20, 2015, the Company entered into a Share Exchange Agreement with the President of the Company in which it agreed to exchange 235,000,000 shares of common stock for 4,700,000 shares of Series C convertible preferred stock. |
Concentrations
Concentrations | 12 Months Ended |
May. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 11. Concentrations The Companys revenues and receivables were concentrated among three customers as of May 31, 2015, and 2014: Customer Revenue for the Year Ended May 31, 2015 Receivables as at May 31, 2015 1 40 % 72 % 2 30 % 28 % 3 14 % * Customer Revenue for the Five Months Ended May 31, 2014 Receivables as at May 31, 2014 1 60 % 65 % 2 29 % 11 % 3 11 % 11 % * not greater than 10% |
Income Taxes
Income Taxes | 12 Months Ended |
May. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The potential benefit of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense for the year ended May 31, 2015, and for the five months ended May 31, 2014. At May 31, 2015, approximately $295,000 of federal and state net operating losses were available to the Company to offset future taxable income, which will expire commencing in 2032. Given the short history of the Company and the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events a) On June 4, 2015, the Company filed a Certificate of Amendment (the Amendment) to its Certificate of Designation for the Companys Series C convertible preferred stock originally filed with the Secretary of State of Nevada on April 20, 2015. Pursuant to the Amendment, the Company increased the number of shares of common stock issuable upon the conversion of each share of Series C preferred stock from 10 shares to 12 shares but also added the restriction that the holder has to wait until the one year anniversary date of issuance before the holder can elect to convert. Also, the Company removed the right of the holder to elect to have any portion of the shares be repurchased by the Company at $0.10 per share, and amended the voting rights to increase the voting equivalency of each share of Series C preferred stock from 10 shares to 12 shares of common stock. b) On June 4, 2015, the Company designated 10,000,000 shares of preferred stock as Series D convertible preferred stock. The holders of the Series D convertible preferred stock may elect to convert their shares at any time and from time to time and after the first year anniversary of the issue date. Each share of Series D convertible preferred stock is convertible into 10 shares of common stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series D convertible preferred stock that would result in the stockholder beneficially owning more than 4.99% of the common stock of the Company. The holders of the Series D convertible preferred stock shall be entitled to a number of votes equal to the number of shares of common stock into which the Series D shares held are convertible. c) On June 4, 2015, the Company entered into a Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company. In consideration for his services, the Company has agreed to pay $31,200 per year, accruing in equal monthly increments of $2,600, and to issue an aggregate of 1,000,000 shares of the Companys Series D convertible preferred stock, of which 100,000 shares were issued upon the execution the Management Services Agreement, and the remaining 900,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The term of the Management Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. d) In June 2015, the Company issued 510,000 shares of Series D convertible preferred stock to consultants for consulting fees. e) On September 11, 2015, the Company filed a Certificate of Amendment (the Amendment) to amend the provisions of the Companys Amended and Restated Certificate of Designation for the Companys Series A convertible preferred stock originally filed with the Secretary of State of Nevada on May 8, 2014. Pursuant to the Amendment, the Company restated the conversion and redemption terms of the Series A convertible preferred stock. For shares of Series A convertible preferred stock issued prior to September 11, 2015, the holders shall have the right to convert the shares from the first anniversary date of issuance. For shares of Series A convertible preferred stock issued on or after September 11, 2015, the holders shall have the right to convert the shares from October 1, 2016. The Company may also redeem all, or any portion of, the outstanding shares of Series A convertible preferred stock for $0.40 per share. f) On September 11, 2015, the Company entered into a Stock Purchase Agreement, whereby the Company issued 125,000 shares of Series A preferred stock for proceeds of $25,000. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eco-logical Concepts, Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Companys fiscal year-end is May 31. These consolidated financial statements present the net assets and operations of Eco-logical Concepts, Inc. for the five months ended May 31, 2014, since the net assets and operations of Eco-logical Concepts, Inc. are deemed to be the continuing entity for accounting purposes under the terms of the acquisition described in Note 4. Accordingly, Eco-logical Concepts, Inc. is deemed to have acquired the net assets of Ecosciences, Inc. on May 9, 2014. |
Use of Estimates | b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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. |
Cash | c) Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | d) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount billed to customers and are ordinarily due upon receipt. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. At May 31, 2015, and 2014, the Companys accounts receivable are offset by a provision for doubtful accounts of $1,054 and $3,102, respectively. |
Inventories | e) Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. At May 31, 2015, and 2014, the Company does not need a reserve for any obsolescence due to the current nature of the inventory items. Inventory consisted of water purification tablets and ingredients required to manufacture water purification tablets. |
Shipping and Handling Costs | f) Shipping and Handling Costs Shipping and handling costs of $553 and $240 are included in general and administrative expenses for the year ended May 31, 2015, and for the five months ended May 31, 2014, respectively. |
Advertising Costs | g) Advertising Costs The Company expenses advertising costs as incurred. Such costs totaled approximately $545 and $3,595 for the year ended May 31, 2015, and for the five months ended May 31, 2014, respectively. |
Fair Value of Financial Instruments | h) Fair Value of Financial Instruments The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 quoted prices for identical instruments in active markets. Level 2 quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, due to related parties, loans payable and convertible notes payable. There were no transfers into or out of Level 3 during the periods ended May 31, 2015, and 2014. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Revenue Recognition | i) Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured which is typically when title transfers upon shipment. |
Income Taxes | j) Income Taxes The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Recent Accounting Pronouncements | k) Recent Accounting Pronouncements In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual period using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its financial statements. |
Acquisition of Eco-logical Co21
Acquisition of Eco-logical Concepts, Inc (Tables) | 12 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed from Ecosciences, Inc. are as follows: May 9, 2014 Cash $ 34 Accounts payable (29,580 ) Note payable (8,000 ) Net liabilities assumed $ (37,546 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
May. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | Inventory consists of the following: May 31, 2015 May 31, 2014 Raw Materials $ 34 $ 464 Finished Goods 1,882 866 Packaging Supplies 856 705 Total $ 2,772 $ 2,035 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
May. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: May 31, 2015 May 31, 2014 a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 3,732 $ 3,732 b) Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note is due one year following the borrowing date. 8,000 8,000 c) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At May 31, 2015, and 2014, the Company owed accrued interest of $4,268 and $2,159, respectively. 20,000 20,000 d) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, and 2014, the Company owed accrued interest of $13,164 and $359, respectively. 170,000 * 95,000 * e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, the Company owed accrued interest of $152. 2,500 f) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, the Company owed accrued interest of $250. 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due one year following the borrowing date. At May 31, 2015, the Company owed accrued interest of $137. 19,000 $ 238,232 $ 126,732 * |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
May. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Companies Revenues and Receivables | The Companys revenues and receivables were concentrated among three customers as of May 31, 2015, and 2014: Customer Revenue for the Year Ended May 31, 2015 Receivables as at May 31, 2015 1 40 % 72 % 2 30 % 28 % 3 14 % * Customer Revenue for the Five Months Ended May 31, 2014 Receivables as at May 31, 2014 1 60 % 65 % 2 29 % 11 % 3 11 % 11 % * not greater than 10% |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - shares | May. 09, 2014 | May. 09, 2014 | May. 31, 2014 |
Common stock of Eco-logical, shares converted | 100 | 5,000,000 | |
Conversion of common stock, description | each share of Series A Convertible preferred stock of Eco-logical was converted into 1 share of Series B non-convertible preferred stock of the Company. | ||
Series B Non-convertible Preferred Stock [Member] | |||
Shares received by stockholders upon Merger Agreement | 200,000 | ||
Series A Redeemable and Convertible Preferred Stock [Member] | |||
Shares exchanged | 200,000 | ||
Common Stock [Member] | |||
Common stock of Eco-logical, shares converted | 500 | 25,000,000 | |
Shares received by stockholders upon Merger Agreement | 275,001,500 | ||
Shares exchanged | 55,000,250 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Going Concern | ||
Accumulated losses | $ 444,940 | $ 194,559 |
Working capital deficit | $ 411,098 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended |
May. 31, 2014 | May. 31, 2015 | |
Accounting Policies [Abstract] | ||
Provision for doubtful accounts | $ 3,102 | $ 1,054 |
Shipping and handling costs | 240 | 553 |
Advertising costs | $ 3,595 | $ 545 |
Acquisition of Eco-logical Co28
Acquisition of Eco-logical Concepts, Inc. (Details Narrative) - USD ($) | May. 20, 2014 | May. 12, 2014 | May. 09, 2014 |
Percentage of voting control held before the acquisition date | 100.00% | ||
Former Shareholders of Eco-Logical [Member] | |||
Percentage of voting control held before the acquisition date | 96.00% | ||
Series B Non-convertible Preferred Stock [Member] | |||
Common stock received by stockholders upon Merger Agreement | 200,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Redemption of preferred stock, shares | 100,000 | 131,370 | |
Redemption of preferred stock, value | $ 20,000 | $ 26,274 | |
Series A Convertible Preferred Stock [Member] | Merger Agreement [Member] | |||
Shares issued | 2,000,000 | ||
Common Stock [Member] | |||
Common stock received by stockholders upon Merger Agreement | 275,001,500 | ||
Shares exchanged | 55,000,250 | ||
Common Stock [Member] | Merger Agreement [Member] | |||
Shares exchanged | 5,000,000,000 |
Acquisition of Eco-logical Co29
Acquisition of Eco-logical Concepts, Inc. - Summary of Assets Acquired and Liabilities Assumed (Details) | May. 09, 2014USD ($) |
Business Combinations [Abstract] | |
Cash | $ 34 |
Accounts payable | (29,580) |
Notes payable | (8,000) |
Net liabilities assumed | $ (37,546) |
Inventory - Summary of Componen
Inventory - Summary of Components of Inventory (Details) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 34 | $ 464 |
Finished Goods | 1,882 | 866 |
Packaging Supplies | 856 | 705 |
Total | $ 2,772 | $ 2,035 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May. 31, 2015 | May. 31, 2014 |
President [Member] | ||
Indebtedness to president | $ 10,600 | $ 10,600 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | May. 31, 2015 | May. 31, 2014 | |
Notes payable | $ 238,232 | $ 126,732 | |
Notes Payable That Are Unsecured, Non-guaranteed, Non-interest Bearing And Due On Demand [Member] | |||
Notes payable | 3,732 | 3,732 | |
Note Payable Which Is Unsecured, Non-guaranteed, And Non-interest Bearing. The Note Is Due One Year Following The Borrowing Date [Member] | |||
Notes payable | 8,000 | 8,000 | |
Note Payable Which Is Unsecured, Non-guaranteed, And Bears Interest At 10% Per Annum. The Note Is Due 60 Days Following Demand. At May 31, 2015, And 2014, The Company Owed Accrued Interest Of $4,268 and $2,159, Respectively [Member] | |||
Notes payable | 20,000 | 20,000 | |
Note Payable Which Is Unsecured, Non-guaranteed, And Bears Interest At 8% Per Annum. The Note Is Due One Year Following The Borrowing Date. At May 31, 2015, And 2014, The Company Owed Accrued Interest Of $13,164 And $359, Respectively [Member | |||
Notes payable | [1] | 170,000 | $ 95,000 |
Note Payable Which Is Unsecured, Non-guaranteed, And Bears Interest At 8% Per Annum. The Note Is Due One Year Following The Borrowing Date. At May 31, 2015, The Company Owed Accrued Interest Of $152 [Member] | |||
Notes payable | 2,500 | ||
Note Payable Which is Unsecured, Non-guaranteed, and Bears Interest at 8% Per Annum. The Note is Due One Year Following the Borrowing Date. At May 31, 2015, The Company Owed Accrued Interest of $250 [Member] | |||
Notes payable | 15,000 | ||
Note Payable Which is Unsecured, Non-guaranteed, and Bears Interest at 8% Per Annum. The Note is Due One Year Following The Borrowing Date. At May 31, 2015, The Company Owed Accrued Interest of $137 [Member] | |||
Notes payable | $ 19,000 | ||
[1] | On May 9, 2014, the Company entered into a Master Loan Agreement (the "Loan Agreement"), whereby the lender agreed, from time to time, to purchase from the Company one or more Promissory Notes for the account of the Company, provided, however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. |
Notes Payable - Schedule of N33
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 5 Months Ended | 12 Months Ended | |
May. 31, 2014 | May. 31, 2015 | May. 09, 2014 | |
Notes payable, interest rate, stated per share | 8.00% | ||
Maximum aggregate principal amount of Promissory Notes | $ 500,000 | ||
Note Payable Which Is Unsecured, Non-guaranteed, And Bears Interest At 10% Per Annum. The Note Is Due 60 Days Following Demand. At May 31, 2015, And 2014, The Company Owed Accrued Interest Of $4,268 and $2,159, Respectively [Member] | |||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |
Accrued interest | $ 2,159 | $ 4,268 | |
Note due term | 60 days | 60 days | |
Note Payable Which Is Unsecured, Non-guaranteed, And Bears Interest At 8% Per Annum. The Note Is Due One Year Following The Borrowing Date. At May 31, 2015, And 2014, The Company Owed Accrued Interest Of $13,164 And $359, Respectively [Member | |||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 359 | $ 13,164 | |
Note Payable Which Is Unsecured, Non-guaranteed, And Bears Interest At 8% Per Annum. The Note Is Due One Year Following The Borrowing Date. At May 31, 2015, The Company Owed Accrued Interest Of $152 [Member] | |||
Notes payable, interest rate, stated per share | 8.00% | ||
Accrued interest | $ 152 | ||
Note Payable Which is Unsecured, Non-guaranteed, and Bears Interest at 8% Per Annum. The Note is Due One Year Following the Borrowing Date. At May 31, 2015, The Company Owed Accrued Interest of $250 [Member] | |||
Notes payable, interest rate, stated per share | 8.00% | ||
Accrued interest | $ 250 | ||
Note due term | 1 year | ||
Note Payable Which is Unsecured, Non-guaranteed, and Bears Interest at 8% Per Annum. The Note is Due One Year Following The Borrowing Date. At May 31, 2015, The Company Owed Accrued Interest of $137 [Member] | |||
Notes payable, interest rate, stated per share | 8.00% | ||
Accrued interest | $ 137 | ||
Note due term | 1 year |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | May. 09, 2014 | May. 09, 2014 | Dec. 22, 2011 | Dec. 28, 2015 | May. 31, 2015 | May. 31, 2014 | Dec. 28, 2011 |
Common stock, shares issued | 5,000,000 | 5,000,000 | 101,751,500 | 336,751,500 | |||
Preferred stock, shares issued | 200,000 | 200,000 | |||||
Conversion prinicipal amount | $ 25,000 | ||||||
Convertible Notes Payable [Member] | |||||||
Convertible Promissory Note, aggregate amount | $ 4,000 | ||||||
Notes bear interest rate, per annum | 10.00% | ||||||
Conversion price, per share | $ 0.01 | ||||||
Accrued interest | $ 1,376 | $ 959 | |||||
Convertible notes payable | 4,000 | 4,000 | |||||
Convertible Notes Payable Two [Member] | |||||||
Convertible Promissory Note, aggregate amount | $ 10,000 | ||||||
Notes bear interest rate, per annum | 10.00% | ||||||
Conversion price, per share | $ 0.01 | ||||||
Accrued interest | 249 | 129 | |||||
Convertible notes payable | 1,177 | 1,177 | |||||
Shares issued upon conversion of debt | 3,000,000 | ||||||
Condition on conversion of debt to common stock | In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock at $0.01 per share. | ||||||
Convertible Notes Payable Three [Member] | |||||||
Convertible Promissory Note, aggregate amount | $ 1,000 | ||||||
Notes bear interest rate, per annum | 10.00% | ||||||
Conversion price, per share | $ 0.001 | ||||||
Note due term | 60 days | ||||||
Accrued interest | 342 | 238 | |||||
Convertible notes payable | $ 1,000 | $ 1,000 | |||||
Convertible Notes Payable Four [Member] | |||||||
Convertible Promissory Note, aggregate amount | $ 25,000 | $ 25,000 | |||||
Notes bear interest rate, per annum | 8.00% | 8.00% | |||||
Deb maturity date | May 8, 2015 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | May. 09, 2014shares | May. 09, 2014USD ($)shares |
Common stock, shares issued | 100 | 5,000,000 |
Stock converted into convertible notes | $ | $ 25,000 | |
Percentage of acquisiton | 100.00% | 100.00% |
Eco-logical [Member] | ||
Stock issued during period, shares | 275,001,500 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Apr. 20, 2015 | May. 20, 2014 | May. 31, 2014 | May. 31, 2015 | Jun. 23, 2014 | May. 09, 2014 | Dec. 10, 2012 |
Preferred stock, shares issued | 200,000 | ||||||
Prefferred stock, stated par value | $ 0.0001 | $ 0.0001 | |||||
Series C Convertible Preferred Stock [Member] | |||||||
Number of designated preferred stock | 10,000,000 | ||||||
Prefferred stock, stated par value | $ 0.001 | ||||||
Conversion price per share | $ 0.10 | ||||||
Maximum percentage of stockholder beneficially own common stock of company | 4.99% | ||||||
Repurchase price per share | $ 0.10 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 4,000,000 | ||||||
Preferred stock, redemption price per share | $ 0.20 | ||||||
Number of common stock issued upon conversion | 20 | ||||||
Minimum percentage of common stock to be owned by stockholders to convert preferred stock | 9.90% | ||||||
Redeemed shares in exchange, Shares | 100,000 | 131,370 | 300,000 | ||||
Redeemed shares in exchange | $ 20,000 | $ 26,274 | $ 60,000 | ||||
Preferred Stock [Member] | Minimum [Member] | |||||||
Increase authorized preferred stock shares | 10,000,000 | ||||||
Preferred Stock [Member] | Maximum [Member] | |||||||
Increase authorized preferred stock shares | 50,000,000 | ||||||
Eco-logical [Member] | Series B Non-convertible Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 200,000 | ||||||
Voting interest percentage | 80.00% | ||||||
Shares Exchange Agreement [Member] | Common Stock [Member] | |||||||
Number of shares exchanged for other non cash instrument | 5,000,000 | ||||||
Shares Exchange Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Number of shares exchanged for other non cash instrument | 2,000,000 | ||||||
Shares Exchange Agreement With President [Member] | Common Stock [Member] | |||||||
Number of shares exchanged for other non cash instrument | 235,000,000 | ||||||
Shares Exchange Agreement With President [Member] | Series C Convertible Preferred Stock [Member] | |||||||
Number of shares exchanged for other non cash instrument | 4,700,000 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Companys Revenues and Receivables (Details) | 5 Months Ended | 12 Months Ended | |
May. 31, 2014 | May. 31, 2015 | ||
Customer 1 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 60.00% | 40.00% | |
Customer 1 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 65.00% | 72.00% | |
Customer 2 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 29.00% | 30.00% | |
Customer 2 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 11.00% | 28.00% | |
Customer 3 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 11.00% | 14.00% | |
Customer 3 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 11.00% | [1] | |
[1] | not greater than 10% |
Concentrations - Schedule of 38
Concentrations - Schedule of Concentration of Companys Revenues and Receivables (Details) (Parenthetical) | 12 Months Ended |
May. 31, 2015 | |
Customer 3 [Member] | Revenues [Member] | |
Maximum percentage of revenue for the customer | 10.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
May. 31, 2015USD ($) | |
Income Taxes Details Narrative | |
Net operating losses | $ 295,000 |
Operating loss, expiration description | Expire commencing in 2032. |
Percentage of valuation reserve against the anticipated recovery | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 11, 2015 | Jun. 04, 2015 | Jun. 04, 2015 | Apr. 20, 2015 | May. 09, 2014 | Jun. 30, 2015 |
Common stock issuable conversion of perferred stock description | each share of Series A Convertible preferred stock of Eco-logical was converted into 1 share of Series B non-convertible preferred stock of the Company. | |||||
Series C Convertible Preferred Stock [Member] | ||||||
Repurchase price per share | $ 0.10 | |||||
Number of designated preferred stock | 10,000,000 | |||||
Maximum percentage of stockholder beneficially own common stock of company | 4.99% | |||||
Subsequent Event [Member] | President, CEO [Member] | ||||||
Due to officer | $ 31,200 | $ 31,200 | ||||
Accruing in equal monthly increments | $ 2,600 | |||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Common stock issuable conversion of perferred stock description | the Company increased the number of shares of common stock issuable upon the conversion of each share of Series C preferred stock from 10 shares to 12 shares but also added the restriction that the holder has to wait until the one year anniversary date of issuance before the holder can elect to convert. | |||||
Repurchase price per share | $ 0.10 | |||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | ||||||
Common stock issuable conversion of perferred stock description | Each share of Series D convertible preferred stock is convertible into 10 shares of common stock of the Company | |||||
Number of designated preferred stock | 10,000,000 | |||||
Maximum percentage of stockholder beneficially own common stock of company | 4.99% | |||||
Number of shares issued during peirod | 510,000 | |||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | President, CEO [Member] | ||||||
Issue an aggregate of shares | 1,000,000 | |||||
Number of shares issued during period | 100,000 | |||||
Remaining shares of vesting during peirod | 900,000 | |||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Redemption discription | Pursuant to the Amendment, the Company restated the conversion and redemption terms of the Series A convertible preferred stock. For shares of Series A convertible preferred stock issued prior to September 11, 2015, the holders shall have the right to convert the shares from the first anniversary date of issuance. For shares of Series A convertible preferred stock issued on or after September 11, 2015, the holders shall have the right to convert the shares from October 1, 2016. The Company may also redeem all, or any portion of, the outstanding shares of Series A convertible preferred stock for $0.40 per share. | |||||
Redemption price per share | $ 0.40 | |||||
Number of shares sale under a stock purchase agreement | 125,000 | |||||
Aggregate value of shares sale under a stock purchase agreement | $ 25,000 |