Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2016 | Sep. 19, 2016 | Nov. 30, 2015 | |
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, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 101,751,500 | ||
Entity Public Float | $ 6,175,000 | ||
Trading Symbol | ECEZ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2016 | May 31, 2015 |
Current Assets | ||
Cash | $ 4,220 | $ 381 |
Accounts receivable - net | 3,371 | |
Inventory | 5,169 | 2,772 |
Prepaid expenses | 771 | 1,537 |
Total Assets | 10,160 | 8,061 |
Current Liabilities | ||
Accounts payable | 165,483 | 141,711 |
Accrued liabilities | 331,505 | 22,439 |
Due to related parties | 42,046 | 10,600 |
Notes payable | 261,157 | 238,232 |
Convertible notes payable | 30,177 | 6,177 |
Total Liabilities | 830,368 | 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 | (940,050) | (444,940) |
Total Stockholders' Deficit | (820,208) | (411,098) |
Total Liabilities and Stockholders' Deficit | 10,160 | 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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2016 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 21,568 | $ 27,599 |
Cost of sales | (8,074) | (10,017) |
Gross Profit | 13,494 | 17,582 |
Expenses | ||
General and administrative | 117,530 | 43,977 |
Professional fees | 353,027 | 147,921 |
Total Expenses | 470,557 | 191,898 |
Net Loss Before Other Expenses | (457,063) | (174,316) |
Other Expenses | ||
Interest expense | (38,047) | (16,095) |
Net Loss | $ (495,110) | $ (190,411) |
Net Loss Per Share - Basic and Diluted | ||
Weighted-average Common Shares Outstanding - Basic and Diluted | 101,751,500 | 310,354,240 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Additional Paid-In Capital [Member] | Deficit [Member] | Total |
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 | ||||
Series A preferred stock issued for cash | $ 13 | 24,987 | 25,000 | |||||
Series A preferred stock issued for cash, shares | 125,000 | |||||||
Series D preferred stock issued for services | $ 61 | 60,939 | 61,000 | |||||
Series D preferred stock issued for services, shares | 610,000 | |||||||
Net loss | (495,110) | (495,110) | ||||||
Balance at May. 31, 2016 | $ 10,175 | $ 160 | $ 20 | $ 470 | $ 61 | $ 108,956 | $ (940,050) | $ (820,208) |
Balance, shares at May. 31, 2016 | 101,751,500 | 1,593,630 | 200,000 | 4,700,000 | 610,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (495,110) | $ (190,411) |
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 | 3,371 | (2,073) |
Inventory | (2,397) | (737) |
Prepaid expenses | 766 | (1,537) |
Accounts payable | 23,772 | 105,806 |
Accrued liabilities | 309,066 | 18,595 |
Due to related parties | 30,950 | |
Net Cash Used in Operating Activities | (68,582) | (70,357) |
Cash Flows from Financing Activities | ||
Advances from related party | 496 | |
Proceeds from notes payable | 48,096 | 111,500 |
Payment of notes payable | (25,171) | |
Proceeds from convertible notes payable | 24,000 | |
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 | 72,421 | 51,500 |
Change in Cash | 3,839 | (18,857) |
Cash - Beginning of Year | 381 | 19,238 |
Cash - End of Year | 4,220 | 381 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 1,379 | |
Income taxes paid |
Nature of Operations
Nature of Operations | 12 Months Ended |
May 31, 2016 | |
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. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2016, the Company has accumulated losses of $940,050 and a working capital deficit of $820,208. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2016 | |
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. 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, 2016, and 2015, the Companys accounts receivable are offset by a provision for doubtful accounts of $1,338 and $1,054, 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, 2016, and 2015, 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 The Company expenses shipping and handling costs as incurred and includes in general and administrative expenses. Such costs totaled approximately $15 and $553 for the years ended May 31, 2016, and 2015, respectively. g) Advertising Costs The Company expenses advertising costs as incurred. Such costs totaled approximately $4,680 and $545 for the years ended May 31, 2016, and 2015, 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. 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 years ended May 31, 2016, and 2015. 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 periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its consolidated financial statements. l) Reclassifications Certain amounts in the fiscal 2015 consolidated financial statements have been reclassified to conform to the fiscal 2016 presentation, specifically classifications between professional fees and general and administrative expenses. |
Inventory
Inventory | 12 Months Ended |
May 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following: May 31, 2016 May 31, 2015 Raw Materials $ 1,353 $ 34 Finished Goods 2,213 1,882 Packaging Supplies 1,603 856 Total $ 5,169 $ 2,772 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions a) During the year ended May 31, 2016, the Company incurred management services fees of $41,200 (2015 - $nil) to the President of the Company, of which $10,000 was paid through the issuance of 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 9 (a). b) During the year ended May 31, 2016, the Company was advanced $5,668 by the President of the Company and a company controlled by the President of the Company, and repaid $5,172 of that amount by May 31, 2016. At May 31, 2016, and 2015, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $42,046 and $10,600, respectively. The amount is unsecured, non-interest bearing and due on demand. |
Notes Payable
Notes Payable | 12 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes payable consist of the following: May 31, 2016 May 31, 2015 a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 5,528 $ 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, 2016, and 2015, the Company owed accrued interest of $6,274 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 May 31, 2016, and 2015, the Company owed accrued interest of $27,848 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 May 31, 2016, and 2015, the Company owed accrued interest of $364 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 May 31, 2016, and 2015, the Company owed accrued interest of $1,465 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 May 31, 2016, and 2015, the Company owed accrued interest of $nil and $137, respectively. 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 May 31, 2016, and 2015, the Company owed accrued interest of $5 and $nil, respectively 1,229 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 May 31, 2016, and 2015, the Company owed accrued interest of $987 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 May 31, 2016, and 2015, the Company owed accrued interest of $527 and $nil, respectively. 12,000 k) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due six months following the borrowing date. At May 31, 2016, and 2015, the Company owed accrued interest of $176 and $nil, respectively. 4,700 l) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due six months following the borrowing date. At May 31, 2016, and 2015, the Company owed accrued interest of $33 and $nil, respectively. 1,000 m) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due six months following the borrowing date. At May 31, 2016, and 2015, the Company owed accrued interest of $36 and $nil, respectively. 1,200 $ 261,157 $ 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 | 12 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 7. 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, 2016, and 2015, the Company owed accrued interest of $1,778 and $1,376, respectively. At May 31, 2016, and 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 year ended May 31, 2016. At May 31, 2016, and 2015, the Company owed accrued interest of $367 and $249, respectively. At May 31, 2016, and 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 May 31, 2016, and 2015, the Company owed accrued interest of $443 and $342, respectively. At May 31, 2016, and 2015, the balance owing on the Note was $1,000. d) On February 19, 2016, the Company entered into a Convertible Promissory Note agreement for $14,000. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder of the Convertible Promissory Note within 48 hours of the conversion request. At May 31, 2016, the Company owed accrued interest of $304. At May 31, 2016, the balance owing on the Note was $14,000. e) On May 12, 2016, the Company entered into a Convertible Promissory Note agreement for $10,000. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder of the Convertible Promissory Note within 48 hours of the conversion request. At May 31, 2016, the Company owed accrued interest of $40. At May 31, 2016, the balance owing on the Note was $10,000. |
Preferred Stock
Preferred Stock | 12 Months Ended |
May 31, 2016 | |
Equity [Abstract] | |
Preferred Stock | 8. 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 9 (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 9 (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 9 (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 | 12 Months Ended |
May 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 9. 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 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 agreements, 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 an additional six months. 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 agreements, and are automatically renewable for successive one year terms unless mutually agreed to in writing. |
Concentrations
Concentrations | 12 Months Ended |
May 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 10. Concentrations The Companys revenues were concentrated among four customers for the year ended May 31, 2016, and three customers for the year ended May 31, 2015: Customer Revenue for the Year Ended May 31, 2016 Revenue for the Year Ended May 31, 2015 1 40 % 14 % 2 20 % 30 % 3 14 % * 4 11 % * 5 * 40 % The Companys receivables were concentrated among four customers as at May 31, 2016, and two customers as at May 31, 2015: Customer Receivables as at May 31, 2016 Receivables as at May 31, 2015 1 37 % 72 % 2 35 % 28 % 3 35 % * 4 16 % * * not greater than 10% |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The potential benefit of net operating losses have not been recognized in the consolidated 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 years ended May 31, 2016, and 2015. At May 31, 2016, approximately $791,000 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 Event
Subsequent Event | 12 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. Subsequent Event a) On June 1, 2016, our Board of Directors adopted a Code of Ethics and Business Conduct that applies to the Companys principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. b) On July 19, 2016, the Company entered a Securities Purchase Agreement whereas the Company agreed to issue two Convertible Redeemable Notes for an aggregate of $121,000. The Convertible Redeemable Notes bear interest at 12% per annum and contain a 10% original issue discount, such that the purchase price of each note is $55,000. The principal amount and any interest thereon are due one year following the borrowing date. On July 19, 2016, in consideration for the first Convertible Redeemable Note, the Company received cash proceeds of $55,000. During the first six months that the first Convertible Redeemable Note is in effect, the Company may redeem the Note at 140% of the par value plus accrued interest. On July 19, 2016, in consideration for the second Convertible Redeemable Note, the Company received a Promissory Note with a par value of $55,000. The Promissory Note bears interests at 12% per annum and is secured by the second Convertible Redeemable Note of the Company. The principal amount of the Promissory Note and any interest thereon are due eight months following the lending date. The principal amount of the Promissory Note must be paid in full prior to executing any conversions of the second Convertible Redeemable Note. Pursuant to the agreements, the Convertible Redeemable Notes are convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company. c) On July 19, 2016, the Company entered into a Securities Purchase Agreement whereas the Company agreed to issue a Convertible Promissory Note for $56,750. The Company will receive proceeds of $50,000 after deducting $6,750 of diligence and legal fees. The principal amount and any interest thereon are due nine months following the borrowing date. The Note bears interest at 12% per annum, increasing to 24% per annum if any principal or interest in not paid when due. For the first 180 days, the Company has the right to prepay the Note of up to 150% of all amounts owed. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price equal to the lesser of (i) a 50% discount to the lowest trading price of the common stock during the 25 trading days prior to the issue date and (ii) a 50% discount to the lowest trading price of the common stock during the 25 trading day period prior to conversion. d) On August 25, 2016, the Company entered into a Convertible Promissory Note Agreement for $10,000 with a third party unaffiliated lender. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder of the Convertible Promissory Note within 48 hours of the conversion request. e) On August 30, 2016, the Company borrowed $1,000 from the President of the Company. The loan is unsecured, non-recourse and non-interest bearing. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2016 | |
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. |
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, 2016, and 2015, the Companys accounts receivable are offset by a provision for doubtful accounts of $1,338 and $1,054, 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, 2016, and 2015, 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 The Company expenses shipping and handling costs as incurred and includes in general and administrative expenses. Such costs totaled approximately $15 and $553 for the years ended May 31, 2016, and 2015, respectively. |
Advertising Costs | g) Advertising Costs The Company expenses advertising costs as incurred. Such costs totaled approximately $4,680 and $545 for the years ended May 31, 2016, and 2015, 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. 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 years ended May 31, 2016, and 2015. 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 periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its consolidated financial statements. |
Reclassifications | l) Reclassifications Certain amounts in the fiscal 2015 consolidated financial statements have been reclassified to conform to the fiscal 2016 presentation, specifically classifications between professional fees and general and administrative expenses. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
May 31, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | Inventory consists of the following: May 31, 2016 May 31, 2015 Raw Materials $ 1,353 $ 34 Finished Goods 2,213 1,882 Packaging Supplies 1,603 856 Total $ 5,169 $ 2,772 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: May 31, 2016 May 31, 2015 a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 5,528 $ 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, 2016, and 2015, the Company owed accrued interest of $6,274 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 May 31, 2016, and 2015, the Company owed accrued interest of $27,848 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 May 31, 2016, and 2015, the Company owed accrued interest of $364 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 May 31, 2016, and 2015, the Company owed accrued interest of $1,465 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 May 31, 2016, and 2015, the Company owed accrued interest of $nil and $137, respectively. 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 May 31, 2016, and 2015, the Company owed accrued interest of $5 and $nil, respectively 1,229 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 May 31, 2016, and 2015, the Company owed accrued interest of $987 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 May 31, 2016, and 2015, the Company owed accrued interest of $527 and $nil, respectively. 12,000 k) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due six months following the borrowing date. At May 31, 2016, and 2015, the Company owed accrued interest of $176 and $nil, respectively. 4,700 l) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due six months following the borrowing date. At May 31, 2016, and 2015, the Company owed accrued interest of $33 and $nil, respectively. 1,000 m) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due six months following the borrowing date. At May 31, 2016, and 2015, the Company owed accrued interest of $36 and $nil, respectively. 1,200 $ 261,157 $ 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 $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Two notes matured in May 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
May 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Companies Revenues and Receivables | The Companys revenues were concentrated among four customers for the year ended May 31, 2016, and three customers for the year ended May 31, 2015: Customer Revenue for the Year Ended May 31, 2016 Revenue for the Year Ended May 31, 2015 1 40 % 14 % 2 20 % 30 % 3 14 % * 4 11 % * 5 * 40 % The Companys receivables were concentrated among four customers as at May 31, 2016, and two customers as at May 31, 2015: Customer Receivables as at May 31, 2016 Receivables as at May 31, 2015 1 37 % 72 % 2 35 % 28 % 3 35 % * 4 16 % * * not greater than 10% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | May 31, 2016 | May 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ 940,050 | $ 444,940 |
Working capital deficit | $ 820,208 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Accounting Policies [Abstract] | ||
Provision for doubtful accounts | $ 1,338 | $ 1,054 |
Shipping and handling cost | 15 | 553 |
Advertising costs | $ 4,680 | $ 545 |
Inventory - Summary of Componen
Inventory - Summary of Components of Inventory (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 1,353 | $ 34 |
Finished Goods | 2,213 | 1,882 |
Packaging Supplies | 1,603 | 856 |
Total | $ 5,169 | $ 2,772 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 11, 2015 | May 31, 2016 | May 31, 2015 |
Stock issued during period for management services agreement | $ 61,000 | ||
Indebtedness to president | 42,045 | $ 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 | $ 0.10 | ||
President [Member] | |||
Management services fees | 41,200 | ||
Advance from related party | 5,668 | ||
Payment made to related party | 5,172 | ||
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 ($) | May 31, 2016 | May 31, 2015 | |
Notes payable | $ 261,157 | $ 238,232 | |
Notes Payable One [Member] | |||
Notes payable | 5,528 | 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 | 19,000 | ||
Note Payable Eight [Member] | |||
Notes payable | 1,229 | ||
Note Payable Nine [Member] | |||
Notes payable | 20,000 | ||
Note Payable Ten [Member] | |||
Notes payable | 12,000 | ||
Note Payable Eleven [Member] | |||
Notes payable | 4,700 | ||
Note Payable Twelve [Member] | |||
Notes payable | 1,000 | ||
Note Payable Thirteen [Member] | |||
Notes payable | $ 1,200 | ||
[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 $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Two notes matured in May 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. |
Notes Payable - Schedule of N28
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | May 09, 2014 | May 31, 2016 | 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 | $ 6,274 | $ 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 | $ 27,848 | $ 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 | $ 364 | $ 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 | $ 1,465 | $ 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 | $ 137 | ||
Note Payable Eight [Member] | |||
Note payable due term | 6 months | 6 months | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 5 | ||
Note Payable Nine [Member] | |||
Note payable due term | 1 year | 1 year | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 987 | ||
Note Payable Ten [Member] | |||
Note payable due term | 6 months | 6 months | |
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |
Accrued interest | $ 527 | ||
Note Payable Eleven [Member] | |||
Note payable due term | 6 months | 6 months | |
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |
Accrued interest | $ 176 | ||
Note Payable Twelve [Member] | |||
Note payable due term | 6 months | 6 months | |
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |
Accrued interest | $ 33 | ||
Note Payable Thirteen [Member] | |||
Note payable due term | 6 months | 6 months | |
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |
Accrued interest | $ 36 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Dec. 28, 2011 | Dec. 22, 2011 | May 31, 2016 | May 12, 2016 | Feb. 19, 2016 | 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 | $ 1,778 | $ 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 | 367 | 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 | 443 | 342 | ||||
Convertible notes payable | 1,000 | $ 1,000 | ||||
Convertible Notes Payable Four [Member] | ||||||
Convertible Promissory Note, aggregate amount | $ 14,000 | |||||
Notes bear interest rate, per annum | 8.00% | |||||
Accrued interest | 304 | |||||
Convertible notes payable | 14,000 | |||||
Convertible Notes Payable Five [Member] | ||||||
Convertible Promissory Note, aggregate amount | $ 10,000 | |||||
Notes bear interest rate, per annum | 8.00% | |||||
Accrued interest | 40 | |||||
Convertible notes payable | $ 10,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 11, 2015 | Jun. 11, 2015 | Jun. 04, 2015 | Jun. 04, 2015 | May 31, 2016 |
Stock issued during period for management services agreement | $ 61,000 | ||||
Series C Convertible Preferred Stock [Member] | |||||
Common stock issuable conversion of preferred stock description | 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. | ||||
Repurchase price per share | $ 0.10 | ||||
Series D Convertible Preferred Stock [Member] | |||||
Common stock issuable conversion of preferred 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 | $ 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 | $ 0.10 | ||||
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 | $ 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 |
Management Services Agreement [Member] | President [Member] | |||
Due to officer | $ 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 period | 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 period | 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 period | 540,000 | ||
Services Agreement [Member] | Unrelated Third Party [Member] | |||
Due to officer | $ 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 period | 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 Companies Revenues and Receivables (Details) | 12 Months Ended | |||
May 31, 2016 | May 31, 2015 | |||
Customer 1 [Member] | Revenues [Member] | ||||
Concentrations, Revenue | 40.00% | 14.00% | ||
Customer 1 [Member] | Receivables [Member] | ||||
Concentrations, Revenue | 37.00% | 72.00% | ||
Customer 2 [Member] | Revenues [Member] | ||||
Concentrations, Revenue | 20.00% | 30.00% | ||
Customer 2 [Member] | Receivables [Member] | ||||
Concentrations, Revenue | 35.00% | 28.00% | ||
Customer 3 [Member] | Revenues [Member] | ||||
Concentrations, Revenue | 14.00% | [1] | ||
Customer 3 [Member] | Receivables [Member] | ||||
Concentrations, Revenue | 35.00% | [1] | ||
Customer 4 [Member] | Revenues [Member] | ||||
Concentrations, Revenue | 11.00% | [1] | ||
Customer 4 [Member] | Receivables [Member] | ||||
Concentrations, Revenue | 16.00% | [1] | ||
Customer 5 [Member] | Revenues [Member] | ||||
Concentrations, Revenue | [1] | 40.00% | ||
[1] | not greater than 10% |
Concentrations - Schedule of 33
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) (Parenthetical) | 12 Months Ended |
May 31, 2016 | |
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, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal and state net operating losses | $ 791,000 |
Operating loss, expiration description | Expire commencing in 2032 |
Percentage of valuation reserve against the anticipated recovery | 100.00% |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Aug. 25, 2016 | Jul. 19, 2016 | May 31, 2016 | May 31, 2015 | Aug. 30, 2016 | May 09, 2014 |
Proceeds from convertible debt | $ 24,000 | |||||
Debt instrument, interest rate | 8.00% | |||||
Due to related party | $ 42,045 | $ 10,600 | ||||
Subsequent Event [Member] | President [Member] | ||||||
Due to related party | $ 1,000 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | One Convertible Redeemable Notes [Member] | ||||||
Proceeds from convertible debt | $ 121,000 | |||||
Debt instrument, interest rate | 12.00% | |||||
Debt issuance discount percentage | 10.00% | |||||
Debt purchase price | $ 55,000 | |||||
Proceeds from issuance of debt | $ 55,000 | |||||
Debt maturity debt | 1 year | |||||
Debt instrument redemption percentage | 140.00% | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Two Convertible Redeemable Notes [Member] | ||||||
Proceeds from convertible debt | $ 121,000 | |||||
Debt instrument, interest rate | 12.00% | |||||
Debt issuance discount percentage | 10.00% | |||||
Debt purchase price | $ 55,000 | |||||
Proceeds from issuance of debt | $ 55,000 | |||||
Debt maturity debt | 8 months | |||||
Debt conversion percentage | 50.00% | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Redeemable Notes [Member] | ||||||
Proceeds from convertible debt | $ 56,750 | |||||
Debt instrument, interest rate | 12.00% | |||||
Proceeds from issuance of debt | $ 50,000 | |||||
Debt maturity debt | 9 months | |||||
Diligence and legal fees | $ 6,750 | |||||
Debt instrument, interest rate, increase | 24.00% | |||||
Debt convertible description | For the first 180 days, the Company has the right to prepay the Note of up to 150% of all amounts owed. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price equal to the lesser of (i) a 50% discount to the lowest trading price of the common stock during the 25 trading days prior to the issue date and (ii) a 50% discount to the lowest trading price of the common stock during the 25 trading day period prior to conversion. | |||||
Subsequent Event [Member] | Convertible Promissory Note Agreement [Member] | Third Party Unaffiliated Lender [Member] | ||||||
Debt instrument, interest rate | 8.00% | |||||
Debt maturity debt | 1 year | |||||
Debt face value | $ 10,000 |