Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2015 | Feb. 19, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ECOSCIENCES, INC. | |
Entity Central Index Key | 1,493,174 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 101,751,500 | |
Trading Symbol | ECEZ | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Current Assets | ||
Cash | $ 251 | $ 381 |
Accounts receivable - net | 2,597 | 3,371 |
Inventory | 3,673 | 2,772 |
Prepaid expenses | 6,417 | 1,537 |
Total Assets | 12,938 | 8,061 |
Current Liabilities | ||
Accounts payable | 162,079 | 141,711 |
Accrued liabilities | 143,708 | 22,439 |
Due to related party | 27,394 | 10,600 |
Notes payable | 267,288 | 238,232 |
Convertible notes payable | 6,177 | 6,177 |
Total Liabilities | $ 606,646 | $ 419,159 |
Commitments | ||
Stockholders' Deficit | ||
Common Stock 500,000,000 shares authorized, $0.0001 par value; 101,751,500 shares issued and outstanding | $ 10,175 | $ 10,175 |
Additional Paid-in Capital | 108,956 | 23,030 |
Deficit | (713,550) | (444,940) |
Total Stockholders' Deficit | (593,708) | (411,098) |
Total Liabilities and Stockholders' Deficit | 12,938 | 8,061 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock Value | 160 | 147 |
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 | $ 470 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock Value | $ 61 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 101,751,500 | 101,751,500 |
Common stock, shares outstanding | 101,751,500 | 101,751,500 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,593,630 | 1,468,630 |
Preferred stock, shares outstanding | 1,593,630 | 1,468,630 |
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 | 4,700,000 |
Preferred stock, shares outstanding | 4,700,000 | 4,700,000 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 610,000 | 0 |
Preferred stock, shares outstanding | 610,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,383 | $ 4,969 | $ 6,737 | $ 8,194 |
Cost of sales | (1,524) | (2,300) | (3,945) | (3,895) |
Gross Profit | 1,859 | 2,669 | 2,792 | 4,299 |
Expenses | ||||
General and administrative | 15,355 | 17,098 | 84,745 | 28,204 |
Professional fees | 78,696 | 69,684 | 176,196 | 94,964 |
Total Expenses | 94,051 | 86,782 | 260,941 | 123,168 |
Net Loss Before Other Expenses | (92,192) | (84,113) | (258,149) | (118,869) |
Other Expenses | ||||
Interest expense | (5,333) | (4,094) | (10,461) | (7,522) |
Net Loss | $ (97,525) | $ (88,207) | $ (268,610) | $ (126,391) |
Net Loss Per Share | ||||
Weighted-average Common Shares Outstanding - Basic and Diluted | 101,751,500 | 336,751,500 | 101,751,500 | 336,751,500 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (268,610) | $ (126,391) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 61,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 774 | $ (3,343) |
Inventory | (901) | $ (604) |
Prepaid expenses | (4,880) | |
Accounts payable | 20,368 | $ 88,660 |
Accrued liabilities | 121,269 | $ 7,522 |
Due to related party | 15,350 | |
Net Cash Used in Operating Activities | (55,630) | $ (34,156) |
Cash Flows from Financing Activities | ||
Advances from related party | 1,444 | |
Proceeds from notes payable | 39,196 | $ 77,500 |
Payment of notes payable | $ (10,140) | |
Redemption of Series A redeemable preferred stock | $ (60,000) | |
Proceeds from issuance of Series A redeemable preferred stock | $ 25,000 | |
Net Cash Provided by Financing Activities | 55,500 | $ 17,500 |
Change in Cash | (130) | (16,656) |
Cash - Beginning of Period | 381 | 19,238 |
Cash - End of Period | 251 | $ 2,582 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | $ 810 | |
Income taxes paid |
Nature of Operations
Nature of Operations | 6 Months Ended |
Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Ecosciences, Inc. (the Company) was incorporated in the State of Nevada on May 26, 2010. The Companys 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. 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. The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Companys Annual Report on Form 10-K for the fiscal year ended May 31, 2015. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Companys financial position and the results of its operations and its cash flows for the periods shown. The preparation of unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. |
Going Concern
Going Concern | 6 Months Ended |
Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These unaudited condensed 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 November 30, 2015, the Company has accumulated losses of $713,550 and a working capital deficit of $593,708. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These unaudited condensed consolidated 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. |
Inventory
Inventory | 6 Months Ended |
Nov. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following: November 30, 2015 May 31, 2015 Raw Materials $ 75 $ 34 Finished Goods 2,379 1,882 Packaging Supplies 1,219 856 Total $ 3,673 $ 2,772 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions a) During the six months ended November 30, 2015, the Company incurred management services fees of $25,600 (2014 - $nil) to the President of the Company, of which $10,000 was for issuing 100,000 shares of the Companys Series D convertible preferred stock at $0.10 per share upon execution of the Management Services Agreement referred to in Note 8 (a). b) At November 30, 2015 and May 31, 2015, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $27,394 and $10,600, respectively. The amount is unsecured, non-interest bearing and due on demand. |
Notes Payable
Notes Payable | 6 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable November 30, 2015 May 31, 2015 Notes payable consist of the following: a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 6,928 $ 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $5,271 and $4,268, 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $20,493 and $13,164, respectively. 170,000 * 170,000 * 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $257 and $152, respectively. 2,500 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $852 and $250, respectively. 15,000 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due three months following the borrowing date. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $41 and $137, respectively. 8,860 19,000 h) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due six months following the borrowing date. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $144 and $nil, respectively. 4,000 i) 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $200 and $nil, respectively. 20,000 j) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due six months following the borrowing date. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $55 and $nil, respectively. 12,000 $ 267,288 $ 238,232 * 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. Two notes matured in May 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 6. 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $1,577 and $1,376, respectively. At November 30, 2015, and May 31, 2015, 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 payment of principal or interest have been made during the six months ended November 30, 2015. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $308 and $249, respectively. At November 30, 2015, and May 31, 2015, 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 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 $0.001 per share. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $392 and $342, respectively. At November 30, 2015, and May 31, 2015, the balance owing on the Note was $1,000. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Nov. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | 7. Preferred Stock 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, upon execution of the Management Services Agreement referred to in Note 8 (a), the Company issued 100,000 shares of the Series D convertible preferred stock to the President of the Company at $0.10 per share in exchange for management services. d) On June 4, 2015, upon execution of the Services Agreements referred to in Note 8 (b), the Company issued 400,000 shares of the Series D convertible preferred stock to persons or companies at $0.10 per share in exchange for services. e) On June 11, 2015, upon execution of the Services Agreements referred to in Notes 8 (d) and (e), the Company issued 110,000 shares of the Series D convertible preferred stock to persons or companies at $0.10 per share in exchange for services. f) 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. g) On September 11, 2015, the Company entered into a Stock Purchase Agreement, whereby the Company issued 125,000 shares of Series A preferred stock at $0.20 per share for proceeds of $25,000. |
Commitments
Commitments | 6 Months Ended |
Nov. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments a) 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 of 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. b) On June 4, 2015, the Company entered into Services Agreements with four unrelated third party persons or companies. In consideration of these services, the Company has agreed to pay an aggregate $96,000 per year, accruing in equal monthly increments of $8,000, and to issue an aggregate 4,000,000 shares of the Companys Series D convertible preferred stock, of which 400,000 shares were issued upon the execution of the Services Agreements, and the remaining 3,600,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreements are for one year, commencing on the date of the agreement, and are automatically renewable for successive one year terms unless mutually agreed to in writing. c) On June 9, 2015, the Company entered into a Consultancy Agreement with a company for investor relations services. The Company has agreed to pay $5,000 per month and the term of the Consultancy Agreement is for six months, commencing June 11, 2015. On January 1, 2016, the Consultancy Agreement was extended for six months (refer to Note 10). d) On June 11, 2015, the Company entered into a Services Agreement with an unrelated third party company. In consideration of these services, the Company has agreed to pay $60,000 per year, accruing in equal monthly increments of $5,000, and to issue 500,000 shares of the Companys Series D convertible preferred stock, of which 50,000 shares were issued upon the execution of the Services Agreement, and the remaining 450,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the 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. e) On June 11, 2015, the Company entered into Services Agreements with two unrelated third party persons or companies. In consideration of these services, the Company has agreed to issue an aggregate 600,000 shares of the Companys Series D convertible preferred stock, of which 60,000 shares were issued upon the execution of the Services Agreements, and the remaining 540,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreements, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreements are for one year, commencing on the date of the agreement, and are automatically renewable for successive one year terms unless mutually agreed to in writing. |
Concentrations
Concentrations | 6 Months Ended |
Nov. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 9. Concentrations The Companys revenues and receivables were concentrated among five customers as of November 30, 2015, and three customers as of May 31, 2015: November 30, 2015: Customer Revenue for the Six Months Ended November 30, 2015 Receivables as at November 30, 2015 1 29 % 75 % 2 19 % 19 % 3 15 % * 4 13 % * 5 10 % * May 31, 2015: Customer Revenue for the Year Ended May 31, 2015 Receivables as at May 31, 2015 1 40 % 72 % 2 30 % 28 % 3 14 % * * not greater than 10% |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Event On January 1, 2016, the Company extended a Consultancy Agreement with a company for investor relations services (refer to Note 8 (c)). The Company has agreed to pay $5,000 per month and the term of the Consultancy Agreement is for six months, commencing on the date of the agreement. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | Inventory consists of the following: November 30, 2015 May 31, 2015 Raw Materials $ 75 $ 34 Finished Goods 2,379 1,882 Packaging Supplies 1,219 856 Total $ 3,673 $ 2,772 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | November 30, 2015 May 31, 2015 Notes payable consist of the following: a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 6,928 $ 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $5,271 and $4,268, 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $20,493 and $13,164, respectively. 170,000 * 170,000 * 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $257 and $152, respectively. 2,500 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $852 and $250, respectively. 15,000 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due three months following the borrowing date. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $41 and $137, respectively. 8,860 19,000 h) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due six months following the borrowing date. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $144 and $nil, respectively. 4,000 i) 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 November 30, 2015, and May 31, 2015, the Company owed accrued interest of $200 and $nil, respectively. 20,000 j) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due six months following the borrowing date. At November 30, 2015, and May 31, 2015, the Company owed accrued interest of $55 and $nil, respectively. 12,000 $ 267,288 $ 238,232 * 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 $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Two notes matured in May 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Companies Revenues and Receivables | The Companys revenues and receivables were concentrated among five customers as of November 30, 2015, and three customers as of May 31, 2015: November 30, 2015: Customer Revenue for the Six Months Ended November 30, 2015 Receivables as at November 30, 2015 1 29 % 75 % 2 19 % 19 % 3 15 % * 4 13 % * 5 10 % * May 31, 2015: Customer Revenue for the Year Ended May 31, 2015 Receivables as at May 31, 2015 1 40 % 72 % 2 30 % 28 % 3 14 % * * not greater than 10% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ 713,550 | $ 444,940 |
Working capital deficit | $ 593,708 |
Inventory - Summary of Componen
Inventory - Summary of Components of Inventory (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 75 | $ 34 |
Finished Goods | 2,379 | 1,882 |
Packaging Supplies | 1,219 | 856 |
Total | $ 3,673 | $ 2,772 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 11, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 |
Indebtedness to president | $ 27,394 | $ 10,600 | ||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | ||||
Stock issued during period for management services agreement, shares | 110,000 | |||
Per share price | $ .10 | |||
President [Member] | ||||
Management services fees | 25,600 | |||
President [Member] | Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | ||||
Stock issued during period for management services agreement | $ 10,000 | |||
Stock issued during period for management services agreement, shares | 100,000 | |||
President [Member] | Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | ||||
Per share price | $ 0.10 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 | |
Notes payable | $ 267,288 | $ 238,232 | |
Notes Payable One [Member] | |||
Notes payable | 6,928 | 3,732 | |
Notes Payable Two [Member] | |||
Notes payable | 8,000 | 8,000 | |
Notes Payable Three [Member] | |||
Notes payable | 20,000 | 20,000 | |
Notes Payable Four [Member] | |||
Notes payable | [1] | 170,000 | 170,000 |
Note Payable Five [Member] | |||
Notes payable | 2,500 | 2,500 | |
Notes Payable Six [Member] | |||
Notes payable | 15,000 | 15,000 | |
Note Payable Seven [Member] | |||
Notes payable | 8,860 | $ 19,000 | |
Note Payable Eight [Member] | |||
Notes payable | 4,000 | ||
Note Payable Nine [Member] | |||
Notes payable | 20,000 | ||
Note Payable Ten [Member] | |||
Notes payable | $ 12,000 | ||
[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 $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Two notes matured in May 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. |
Notes Payable - Schedule of N23
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | May. 09, 2014 | Nov. 30, 2015 | May. 31, 2015 |
Notes payable, interest rate, stated per share | 8.00% | ||
Maximum aggregate principal amount of Promissory Notes | $ 500,000 | ||
Note maturity date | May 31, 2015 | ||
Notes Payable Two [Member] | |||
Note payable due term | 1 year | 1 year | |
Notes Payable Three [Member] | |||
Note payable due term | 60 days | 60 days | |
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |
Accrued interest | $ 5,271 | $ 4,268 | |
Notes Payable Four [Member] | |||
Note payable due term | 1 year | 1 year | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 20,493 | $ 13,164 | |
Note Payable Five [Member] | |||
Note payable due term | 1 year | 1 year | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 257 | $ 152 | |
Notes Payable Six [Member] | |||
Note payable due term | 1 year | 1 year | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 852 | $ 250 | |
Note Payable Seven [Member] | |||
Note payable due term | 3 months | 3 months | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 41 | $ 137 | |
Note Payable Eight [Member] | |||
Note payable due term | 6 months | ||
Notes payable, interest rate, stated per share | 8.00% | ||
Accrued interest | $ 144 | ||
Note Payable Nine [Member] | |||
Note payable due term | 1 year | ||
Notes payable, interest rate, stated per share | 8.00% | ||
Accrued interest | $ 200 | ||
Note Payable Ten [Member] | |||
Note payable due term | 6 months | ||
Notes payable, interest rate, stated per share | 8.00% | ||
Accrued interest | $ 55 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Dec. 28, 2011 | Dec. 22, 2011 | Nov. 30, 2015 | May. 31, 2015 |
Convertible Notes Payable [Member] | ||||
Convertible Promissory Note, aggregate amount | $ 4,000 | |||
Notes bear interest rate, per annum | 10.00% | |||
Note due term | 60 days | |||
Conversion price, per share | $ 0.01 | |||
Accrued interest | $ 1,577 | $ 1,376 | ||
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% | |||
Note due term | 60 days | |||
Conversion price, per share | $ 0.01 | |||
Accrued interest | 308 | 249 | ||
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% | |||
Note due term | 60 days | |||
Conversion price, per share | $ 0.001 | |||
Accrued interest | 392 | 342 | ||
Convertible notes payable | $ 1,000 | $ 1,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 11, 2015 | Jun. 11, 2015 | Jun. 04, 2015 |
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 | ||
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% | ||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | |||
Stock issued during period for management services agreement, shares | 400,000 | ||
Per share price | $ 0.10 | ||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | |||
Stock issued during period for management services agreement, shares | 110,000 | ||
Per share price | $ .10 | ||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | President [Member] | |||
Stock issued during period for management services agreement, shares | 100,000 | ||
Per share price | $ 0.10 | ||
Series A Redeemable and Convertible Preferred Stock [Member] | |||
Per share price | $ 0.40 | ||
Series A Redeemable and Convertible Preferred Stock [Member] | Stock Purchase Agreement [Member] | |||
Stock issued during period for management services agreement | $ 25,000 | ||
Stock issued during period for management services agreement, shares | 125,000 | ||
Per share price | $ 0.20 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Jun. 11, 2015 | Jun. 09, 2015 | Jun. 04, 2015 | Jun. 04, 2015 |
Management Services Agreement [Member] | President [Member] | ||||
Due to officer | $ 31,200 | $ 31,200 | ||
Accruing in equal monthly increments | 2,600 | |||
Management Services Agreement [Member] | President [Member] | Series D Convertible Preferred Stock [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 | |||
Management Services Agreement [Member] | Unrelated Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 500,000 | |||
Number of shares issued during period | 50,000 | |||
Remaining shares of vesting during peirod | 450,000 | |||
Management Services Agreement [Member] | Two Unrelated Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 600,000 | |||
Number of shares issued during period | 60,000 | |||
Remaining shares of vesting during peirod | 540,000 | |||
Services Agreement [Member] | Unrelated Third Party [Member] | ||||
Due to officer | 96,000 | $ 96,000 | ||
Accruing in equal monthly increments | $ 5,000 | $ 8,000 | ||
Services Agreement [Member] | Unrelated Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 4,000,000 | |||
Number of shares issued during period | 400,000 | |||
Remaining shares of vesting during peirod | 3,600,000 | |||
Consultancy Agreement [Member] | ||||
Payment to investor relation services per month amount | $ 5,000 | |||
Management Services Agreement [Member] | Unrelated Third Party [Member] | ||||
Due to officer | $ 60,000 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Companys Revenues and Receivables (Details) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | May. 31, 2015 | ||
Customer 1 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 29.00% | 40.00% | |
Customer 1 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 75.00% | 72.00% | |
Customer 2 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 19.00% | 30.00% | |
Customer 2 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 19.00% | 28.00% | |
Customer 3 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 15.00% | 14.00% | |
Customer 3 [Member] | Receivables [Member] | |||
Concentrations, Revenue | [1] | ||
Customer 4 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 13.00% | ||
Customer 4 [Member] | Receivables [Member] | |||
Concentrations, Revenue | [1] | ||
Customer 5 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 10.00% | ||
Customer 5 [Member] | Receivables [Member] | |||
Concentrations, Revenue | [1] | ||
[1] | not greater than 10% |
Concentrations - Schedule of 28
Concentrations - Schedule of Concentration of Companys Revenues and Receivables (Details) (Parenthetical) | 6 Months Ended |
Nov. 30, 2015 | |
Customer 3 [Member] | Revenues [Member] | |
Maximum percentage of revenue for the customer | 10.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Consultancy Agreement [Member] - USD ($) | Jan. 01, 2016 | Jun. 09, 2015 |
Payment to investor relation services per month amount | $ 5,000 | |
Subsequent Event [Member] | ||
Payment to investor relation services per month amount | $ 5,000 |