Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2017 | Apr. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | ECOSCIENCES, INC. | |
Entity Central Index Key | 1,493,174 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 531,030,850 | |
Trading Symbol | ECEZ | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Current Assets | ||
Cash | $ 14,181 | $ 4,220 |
Inventory | 11,557 | 5,169 |
Prepaid expenses | 2,500 | 771 |
Total Assets | 28,238 | 10,160 |
Current Liabilities | ||
Accounts payable | 243,715 | 165,483 |
Accrued liabilities | 405,542 | 331,505 |
Due to related parties | 89,861 | 42,046 |
Notes payable | 292,227 | 261,157 |
Convertible notes payable, net | 112,539 | 30,177 |
Derivative liabilities | 261,135 | |
Total Liabilities | 1,405,019 | 830,368 |
Commitments | ||
Stockholders' Deficit | ||
Common Stock 1,950,000,000 shares authorized, $0.0001 par value; 239,607,771 shares issued and outstanding (May 31, 2016 - 101,751,500 shares) | 23,961 | 10,175 |
Additional Paid-in Capital | 578,257 | 108,956 |
Deficit | (1,979,720) | (940,050) |
Total Stockholders' Deficit | (1,376,781) | (820,208) |
Total Liabilities and Stockholders' Deficit | 28,238 | 10,160 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock Value | 160 | 160 |
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 | $ 71 | $ 61 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 28, 2017 | May 31, 2016 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,950,000,000 | 1,950,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 239,607,771 | 101,751,500 |
Common stock, shares outstanding | 239,607,771 | 101,751,500 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,593,630 | 1,593,630 |
Preferred stock, shares outstanding | 1,593,630 | 1,593,630 |
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 | 710,000 | 610,000 |
Preferred stock, shares outstanding | 710,000 | 610,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,836 | $ 6,127 | $ 14,223 | $ 12,864 |
Cost of sales | (954) | (1,898) | (7,650) | (5,843) |
Gross Profit | 3,882 | 4,229 | 6,573 | 7,021 |
Expenses | ||||
General and administrative | 53,879 | 16,006 | 348,546 | 100,751 |
Professional fees | 102,714 | 91,331 | 360,870 | 267,527 |
Total Expenses | 156,593 | 107,337 | 709,416 | 368,278 |
Net Loss Before Other Expenses | (152,711) | (103,108) | (702,843) | (361,257) |
Other Expenses | ||||
Interest expense | (96,872) | (5,623) | (254,692) | (16,084) |
Loss on derivative liabilities | (32,743) | (82,135) | ||
Net Loss | $ (282,326) | $ (108,731) | $ (1,039,670) | $ (377,341) |
Net Loss Per Share – Basic and Diluted | $ (0.01) | |||
Weighted-average Common Shares Outstanding – Basic and Diluted | 177,080,478 | 101,751,500 | 131,463,163 | 101,751,500 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,039,670) | $ (377,341) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-Cash Interest Expense | 209,324 | |
Loss on derivative liabilities | 82,135 | |
Stock-based compensation | 252,260 | 61,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,371 | |
Inventory | (6,388) | (1,469) |
Prepaid expenses | (1,729) | (3,156) |
Accounts payable | 106,732 | 22,094 |
Accrued liabilities | 163,300 | 201,082 |
Due to related party | 23,149 | |
Net Cash Used in Operating Activities | (234,036) | (71,270) |
Cash Flows from Financing Activities | ||
Advances from related party | 47,815 | 272 |
Proceeds from notes payable | 48,250 | 48,096 |
Payment of notes payable | (41,068) | (14,709) |
Proceeds from convertible notes payable | 189,000 | 14,000 |
Proceeds from issuance of Series A redeemable preferred stock | 25,000 | |
Net Cash Provided by Financing Activities | 243,997 | 72,659 |
Change in Cash | 9,961 | 1,389 |
Cash - Beginning of Period | 4,220 | 381 |
Cash - End of Period | 14,181 | 1,770 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 332 | 941 |
Income taxes paid | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued to settle convertible debt | 119,609 | |
Shares issued to settle accrued interest on convertible debt | $ 3,875 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Feb. 28, 2017 | |
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 Company’s 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 Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2016. 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 Company’s 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. As at February 28, 2017, the Company had 363,585,566 potential dilutive shares outstanding. |
Going Concern
Going Concern | 9 Months Ended |
Feb. 28, 2017 | |
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 February 28, 2017, the Company has accumulated losses of $1,979,720 and a working capital deficit of $1,376,781. These factors raise substantial doubt regarding the Company’s 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 | 9 Months Ended |
Feb. 28, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following: February 28, 2017 May 31, 2016 Raw Materials $ 2,246 $ 1,353 Finished Goods 7,202 2,213 Packaging Supplies 2,109 1,603 Total $ 11,557 $ 5,169 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Feb. 28, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions a) During the nine months ended February 28, 2017, the Company incurred management services fees of $284,360 (2016 - $33,400) to the President of the Company, of which $243,360 was for issuing 31,200,000 shares of the Company’s common stock at $0.0078 per share upon execution of the Amended and Restated Management Services Agreement (Note 10(g)). b) During the nine months ended February 28, 2017, the Company incurred management services fees of $36,900 (2016 - $nil) to the Chief Operating Officer of the Company, of which $8,900 was for issuing 100,000 shares of the Company’s Series D preferred stock at $0.089 per share upon execution of the Management Services Agreement (Note 10(f)). c) During the nine months ended February 28, 2017, the Company incurred rent fees of $3,000 (2016 - $nil) to a company controlled by the President of the Company. d) At February 28, 2017, and May 31, 2016, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $79,361 and $42,046, respectively. The amount is unsecured, non-interest bearing and due on demand. e) At February 28, 2017, and May 31, 2016, the Company was indebted to the Chief Operating Officer of the Company for $10,500 and $nil, respectively. The amount is unsecured, non-interest bearing and due on demand. |
Notes Payable
Notes Payable | 9 Months Ended |
Feb. 28, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable Notes payable consist of the following: February 28, 2017 May 31, 2016 a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 5,528 $ 5,528 b) Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note was 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $7,770 and $6,274, respectively. 20,000 20,000 d) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $20,380 and $27,848, respectively. 65,000 (i) 170,000 (i) e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $533 and $364, respectively. 2,500 2,500 f) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $2,441 and $1,465, respectively. – (ii) 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $7 and $5, respectively 1,061 1,229 h) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $2,231 and $987, respectively. 20,000 20,000 i) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $1,270 and $527, respectively. 12,000 12,000 j) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $235 and $176, respectively. 1,300 4,700 k) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $108 and $33, respectively. 1,000 1,000 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $126 and $36, respectively. 1,200 1,200 m) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes are due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $494 and $nil, respectively. 35,750 – n) 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $45 and $nil, respectively. 5,000 – o) Notes payable which are unsecured, non-guaranteed, and non interest-bearing. The notes are due on demand. 113,888 (iii) – $ 292,227 $ 261,157 (i) 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. Several notes matured in 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. On October 11, 2016, the lender assigned a total of $75,000 of promissory notes payable to two third-party lenders (Note 6(i)). (ii) On December 8, 2016, the lender assigned the $15,000 promissory note payable to a third party lender (Note 6(l)). (iii) On October 1, 2016, and December 1, 2016, the Company entered into Promissory Notes of $103,888, and $10,000, respectively, whereby a vendor of the Company agreed to convert amounts owing for services to promissory notes. The Promissory Notes are unsecured, non interest-bearing and due on demand. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Feb. 28, 2017 | |
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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $2,077 and $1,778, respectively. At February 28, 2017, and May 31, 2016, 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. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $455 and $367, respectively. At February 28, 2017, and May 31, 2016, 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $518 and $443, respectively. At February 28, 2017, and May 31, 2016, 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $887 and $304, respectively. During the nine months ended February 28, 2017, the Company issued 14,000,000 shares of common stock pursuant to the conversion of $14,000 of the Note. At February 28, 2017, and May 31, 2016, the balance owing on the Note was $nil and $14,000, respectively. 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $603 and $40, respectively. During the nine months ended February 28, 2017, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $5,000 of the Note. At February 28, 2017, and May 31, 2016, the balance owing on the Note was $5,000, and $10,000, respectively. f) On August 25, 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 February 28, 2017, the Company owed accrued interest of $410. At February 28, 2017, the balance owing on the Note was $10,000. g) 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 $60,500 note is $55,000. The principal amount and any interest thereon are due one year following the borrowing date. 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. The first of the two Convertible Redeemable Notes was paid to the Company on July 19, 2016. The second Convertible Redeemable Note (“Back-End Note”) shall initially be paid for by an offsetting $55,000 promissory note issued to the Company by the lender, provided that prior to the conversion of the Back-End Note, the lender must have paid off the promissory note in cash. Payment to the Company under the promissory note must be no later than April 19, 2017. Subsequent to February 28, 2017, the second Convertible Redeemable Note was funded (Note 12). The promissory note will initially be secured by the pledge of the Back-End 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. In connection with the first Convertible Redeemable Note, the Company incurred financing costs of $3,000 and an original issue discount of $5,500, which have been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging h) On July 19, 2016, the Company entered into a Convertible Promissory Note agreement for $56,750. 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 is 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. The Company incurred financing costs of $6,750 which has been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging i) On October 11, 2016, a lender of the Company assigned at total of $75,000 of promissory notes payable to two third-party lenders (Note 5). On October 21, 2016, the Company entered into Debt Conversion Agreements with the lenders, whereby the loan amount became convertible to common stock of the Company. The Notes bear interest at 8% per annum. Pursuant to the Debt Conversion Agreements, the Notes are convertible into shares of common stock at a conversion price equal to $0.001 per share. Upon entering into the Debt Conversion Agreements, the terms of the notes were determined to be substantially different and debt extinguishment accounting under ASC 470-50 Modifications and Extinguishments The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging j) On January 31, 2017, the Company entered a Securities Purchase Agreement whereas the Company agreed to issue a Convertible Promissory Note for $120,000. The Convertible Promissory Note bears interest at 8% per annum and contains an original issue discount of $18,000, such that the purchase price of the $120,000 note is $102,000. The principal amount and any interest thereon are due one year following the borrowing date. The Company may, with the holders’ consent, prepay any amount outstanding under the Convertible Promissory Note during the initial 180 day period after the borrowing date by making a payment equal to 150% of the prepayment amount. The Company may not prepay any amount outstanding after the 180 day period has elapsed. Pursuant to the agreement, the Convertible Promissory Note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days ending on the last complete trading day prior to the conversion date. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. The first tranche of the Convertible Promissory Note of $40,000 was paid to the Company on January 31, 2017. In connection with the first tranche, the Company incurred financing costs of $2,000 and an original issue discount of $6,000, which have been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging k) On February 10, 2017, the Company entered into a Convertible Promissory Note agreement for $59,500. The principal amount and any interest thereon are due on November 10, 2017. The Note bears interest at 8% per annum, increasing to 18% per annum if any principal or interest is not paid when due. The Company may, without the holders’ consent, prepay any amount outstanding under the Convertible Promissory Note during the initial 180 day period after the borrowing date by making a payment equal to 150% of the prepayment amount. After the 180 day period has elapsed and up to the maturity date, the Company may, with the holders’ consent, prepay any amount outstanding under the Convertible Promissory Note by making a payment equal to 150% of the prepayment amount. The note contains an original issue discount of $7,500, such that the purchase price of the $59,500 note is $52,000. Pursuant to the agreement, the Convertible Promissory Note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days to the date of the conversion notice. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. Additionally, if at any time while the note is outstanding, the lowest trading price of the Company’s common stock is equal to or lower than $0.001, then an additional $10,000 shall immediately be added to the balance of the note. The Company incurred financing costs of $7,000 and an original issue discount of $7,500, which have been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging l) On December 8, 2016, a lender of the Company assigned a $15,000 promissory note payable to a third-party lender (Note 5). On February 3, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby the loan amount became convertible to common stock of the Company. The Note bears interest at 8% per annum. Pursuant to the Debt Conversion Agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.001 per share. Upon entering into the Debt Conversion Agreement, the terms of the note were determined to be substantially different and debt extinguishment accounting under ASC 470-50 Modifications and Extinguishments The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Feb. 28, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 7. Derivative Liabilities Certain embedded conversion options of the Company’s convertible debentures described in Note 6 contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Nine Months Ended February 28, 2017 Balance at the beginning of the period $ – Addition of new derivative liabilities 359,571 Change in fair value of embedded conversion option (98,436 ) Balance at the end of the period $ 261,135 The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 188% - 232% 0.56% - 0.84% 0 % 0.75-1.00 At February 28, 2017 185% - 202% 0.40% - 0.88% 0 % 0.14-0.92 |
Common Stock
Common Stock | 9 Months Ended |
Feb. 28, 2017 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock a) On November 2, 2016, the Company issued 31,200,000 shares of common stock with a fair value of $243,360 to the President of the Company pursuant to the Amended and Restated Management Services Agreement (Note 10(g)). b) On November 7, 2016, the Company issued 5,000,000 shares of common stock pursuant to the conversion of $5,000 of a convertible note payable (Note 6(d)), in which the notice of conversion was received on October 18, 2016. c) On November 17, 2016, the Company issued 6,053,600 shares of common stock pursuant to the conversion of $6,054 of notes payable (Note 6(i)), in which the notice of conversion was received on October 26, 2016. d) On December 13, 2016, the Company issued 3,946,400 shares of common stock pursuant to the conversion of $3,946 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on December 13, 2016. e) On December 20, 2016, the Company issued 5,000,000 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on December 12, 2016. f) On December 27, 2016, the Company issued 10,000,000 shares of common stock pursuant to the conversion of $10,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on December 13, 2016. g) On January 9, 2016, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $4,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on December 23, 2016. h) On January 9, 2017, the Company issued 8,000,000 shares of common stock pursuant to the conversion of $8,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on January 3, 2017. i) On January 11, 2017, the Company issued 8,000,000 shares of common stock pursuant to the conversion of $8,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on January 3, 2017. j) On January 25, 2017, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on January 3, 2017. k) On February 7, 2017, the Company issued 2,142,857 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 6, 2017. l) On February 10, 2017, the Company issued 9,300,000 shares of common stock pursuant to the conversion of $9,363 of convertible notes payable and $3,657 of accrued interest (Note 6(h)), in which the notice of conversion was received on February 3, 2017. m) On February 13, 2017, the Company issued 2,571,429 shares of common stock pursuant to the conversion of $6,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 9, 2017. n) On February 15, 2017, the Company issued 9,000,000 shares of common stock pursuant to the conversion of $9,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 3, 2017. o) On February 17, 2017, the Company issued 7,000,000 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 7, 2017. p) On February 22, 2017, the Company issued 4,329,897 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 16, 2017. q) On February 22, 2017, the Company issued 10,400,000 shares of common stock pursuant to the conversion of $9,246 of convertible notes payable and $218 of accrued interest (Note 6(h)), in which the notice of conversion was received on February 17, 2017. r) On February 23, 2017, the Company issued 7,912,088 shares of common stock pursuant to the conversion of $12,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 22, 2017. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Feb. 28, 2017 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock a) On June 4, 2015, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Designation for the Company’s 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 10 (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 10 (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 10 (d) and €, 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 Company’s Amended and Restated Certificate of Designation for the Company’s 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. h) On November 1, 2016, upon execution of the Management Services Agreement referred to in Note 10 (f), the Company issued 100,000 shares of the Series D convertible preferred stock to the Chief Operating Officer of the Company at $0.089 per share in exchange for management services. |
Commitments
Commitments | 9 Months Ended |
Feb. 28, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 10. 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 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 Company’s 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. On November 2, 2016, the Company entered into an Amended and Restated Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company (Note 10(g)). 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 Company’s 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 agreed to pay $5,000 per month and the term of the Consultancy Agreement was for six months, commencing June 11, 2015. On January 1, 2016, the Consultancy Agreement was extended for an additional six months. The Consultancy Agreement was not renewed and expired during the period. 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 Company’s 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 Company’s 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. f) On November 1, 2016, the Company entered into a Management Services Agreement with the Chief Operating Officer of the Company. In consideration for his services, the Company has agreed to pay $84,000 per year, accruing in increments of $7,000 per month, commission of 3% of all gross sales, and to issue an aggregate of 1,000,000 shares of the Company’s 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 Company also agreed to reimburse the Chief Operating Officer for a health insurance plan beginning January 1, 2017. The term of the Management Services Agreement is for six months, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. g) On November 2, 2016, the Company entered into an Amended and Restated Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company. In consideration for his services, the Company has agreed to pay $84,000 per year, accruing in equal monthly increments of $7,000, and to issue an aggregate of 900,000 shares of the Company’s Series D convertible preferred stock, which shall vest in increments upon the achievement by the Company of the milestones set forth in the Amended and Restated Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. In addition, the Company agreed to pay a signing bonus of $31,200, convertible or payable into shares of common stock at $0.001 per share. The Company also agreed to determine a commission structure within 90 days of the agreement, and shall reimburse the President for a health insurance plan beginning January 1, 2017. The term of the Amended and Restated 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. h) On February 9, 2017, the Company entered into an Advertising Agreement with a TV production company for production and airing on TV of a feature integration segment about septic systems. The Company has agreed to pay $29,700 for pre-production and scheduling fees payable as follows: $2,500 on or before February 24, 2017; $13,600 on or before March 15, 2017 and a final payment of $13,600 on or before April 15, 2017. |
Concentrations
Concentrations | 9 Months Ended |
Feb. 28, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 11. Concentrations The Company’s revenues were concentrated among three customers for the nine months ended February 28, 2017, and four customers for the nine months ended February 29, 2016: Customer Revenue for the Nine Months Ended February 28, 2017 Revenue for the Nine Months Ended February 29, 2016 1 52 % 30 % 2 * 23 % 3 * 19 % 4 * 11 % 5 16 % * 6 10 % * The Company’s receivables were concentrated among four customers as at February 28, 2017, and May 31, 2016: Customer Receivables as at February 28, 2017 Receivables as at May 31, 2016 1 44 % 37 % 2 * 35 % 3 19 % 16 % 4 12 % 35 % 5 21 % * * not greater than 10% |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events i. On March 10, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada thereby increasing the authorized number of shares of Common Stock from Five Hundred Million (500,000,000) to One Billion Nine Hundred Fifty Million (1,950,000,000) without changing the $0.0001 par value of the Common Stock. The Amendment went into effect on March 13, 2017. The Amendment was approved, on February 9, 2017 by written consent, by the Board of Directors of the Company and the holder of 100% of the outstanding shares of the Company’s outstanding Series B Preferred Stock having 80% majority voting control. ii. On March 1, 2017 the Company entered into a Promissory Note for $15,000 whereby a vendor of the Company agreed to convert amounts owing for services to a promissory note. The Promissory Note is unsecured, non interest-bearing and due on demand. iii. On March 6, 2017, the Company issued 11,956,400 shares of common stock pursuant to the conversion of $3,886 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 2, 2017. iv. On March 6, 2017 the Company issued 9,767,442 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 1, 2017. v. On March 7, 2017, a lender of the Company assigned a $20,000 promissory note payable to a third-party lender (the “First Assignee”). On March 8, 2017, the First Assignee assigned a $7,000 portion of the $20,000 promissory note payable to another third-party lender (the “Second Assignee”) On March 20, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby $7,000 of the loan principal and unpaid interest became convertible to common stock of the Company. The note bears interest at 10% per annum. Pursuant to the Debt Conversion Agreement, the note is convertible into shares of common stock at a conversion price equal to $0.000275 per share. vi. On March 8, 2017, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on February 8, 2017. vii. On March 10, 2017, the Company issued 9,000,000 shares of common stock pursuant to the conversion of $9,000 of convertible notes payable (Note 6(l)), in which the notice of conversion was received on February 3, 2017. viii. On March 10, 2017, the Company issued 13,621,622 shares of common stock pursuant to the conversion of $8,400 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 7, 2017. ix. On March 13, 2017, the Company issued 11,500,000 shares of common stock pursuant to the conversion of $11,500 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 23, 2017. x. On March 15, 2017, the Company amended a Debt Conversion Agreement with a lender of the Company dated October 12, 2016 amending the conversion price from $0.001 per share to $0.000275 per share. xi. On March 16, 2017, the Company amended a Debt Conversion Agreement with a lender of the Company dated February 3, 2017 amending the conversion price from $0.001per share to $0.000275 per share. xii. On March 16, 2017, the Company issued 14,350,000 shares of common stock pursuant to the conversion of $3,946 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 13, 2017. xiii. On March 16, 2017, the Company issued 14,916,201 shares of common stock pursuant to the conversion of $8,900 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 15, 2017. xiv. On March 16, 2017, the second ADAR Bays Convertible Redeemable Note was funded. xv. On March 16, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $14,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. xvi. On March 17, 2017, the Company issued 13,994,118 shares of common stock pursuant to the conversion of $5,200 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 16, 2017. xvii. On March 22, 2017, the Company issued 10,058,824 shares of common stock pursuant to the conversion of $5,700 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 17, 2017. xviii. On March 22, 2017, the Company issued 17,100,000 shares of common stock pursuant to the conversion of $9,690 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 20, 2017. xix. On March 22, 2017, the Company issued 17,082,353 shares of common stock pursuant to the conversion of $9,680 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 21, 2017. xx. On March 27, 2017, the Company issued 4,733,824 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 22, 2017. xxi. On March 28, 2017, the Company issued 19,309,412 shares of common stock pursuant to the conversion of $10,942 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 23, 2017. xxii. On March 28, 2017, the Company issued 19,235,294 shares of common stock pursuant to the conversion of $10,900 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 27, 2017. xxiii. On March 28, 2017, the Company issued 17,000,000 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on March 17, 2017. xxiv. On March 28, 2017, the Company issued 19,300,000 shares of common stock pursuant to the conversion of $5,308 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 24, 2017. xxv. On March 30, 2017, the Company entered a Securities Purchase Agreement with a lender whereas the Company agreed to issue nine Convertible Redeemable Notes for an aggregate of $285,450. The principal amount of the Convertible Redeemable Notes and any interest thereon are due twelve months following the Issuance Date of March 30, 2017. The Convertible Redeemable Notes bear interest at 12% per annum commencing on March 30, 2017 and contain a 10% original issue discount, such that the purchase price of the first note is $47,500 and the rest of the eight notes (or “Back End Notes”) is $26,500. On April 3, 2017, in consideration for the first Convertible Redeemable Note, the Company received cash proceeds of $45,000, net of $2,500 of legal fees. The proceeds for the Back End Notes will be funded one at a time in 30 day increments commencing April 30, 2017 through November 30, 2017. The Closing of each of the Back End Notes, shall be contingent on the following condition: (i) the Company must maintain a bid of $0.001 per share over 5 consecutive trading days. Each of the eight remaining $29,150 Back End Notes shall initially be paid for by the issuance of an offsetting $26,500 collateralized secured note issued to the Company by the Buyer effective on March 30, 2017 (a “Buyer Note”), provided that prior to conversion of a particular Back End Note, the Buyer must have paid off that particular Buyer Note in cash such that the particular Back End Note may not be converted until it has been paid for in cash by Buyer. Each Buyer Note is secured by a cash deposit of $26,500 placed in escrow with the attorney of the lender. The first Buyer Note only is also collateralized by the first Convertible Redeemable Note. During the first six months that the first Convertible Redeemable Note is in effect, the Company may redeem the first Convertible Redeemable Note at 140% of the par value plus accrued interest. The Back End Notes may not be prepaid, except if the first Convertible Redeemable Note is redeemed by the Company within 6 months of its issuance date then all obligations of the Company under the Back End Note and all obligations of the Lender under the Buyer note will be deemed satisfied and cancelled. 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. xxvi. On April 4, 2017, a lender of the Company assigned a $7,000 promissory note payable to a third-party lender. On April 5, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby $7,000 of the loan principal became convertible to common stock of the Company. The Note is non interest-bearing. Pursuant to the Debt Conversion Agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.000275 per share. xxvii. On April 4, 2017, the Company issued 23,250,000 shares of common stock pursuant to the conversion of $6,394 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 31, 2017. xxviii. On April 4, 2017, the Company issued 22,214,118 shares of common stock pursuant to the conversion of $12,588 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 30, 2017. xxix. On April 5, 2017, the Company issued 2,033,471 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on April 3, 2017. xxx. On April 6, 2017, the Company issued 17,000,000 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 6(l)), in which the notice of conversion was received on March 17, 2017. xxxi. On March 20, 2017, the Company a received notice of conversion pursuant to the conversion of $4,675 of convertible note payables (Note 12(c)), the shares have not been issued as of April 13, 2017. xxxii. On April 5, 2017, the Company a received notice of conversion pursuant to the conversion of $7,000 of convertible note payables (Note 12(s)), the shares have not been issued as of April 13, 2017. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | Inventory consists of the following: February 28, 2017 May 31, 2016 Raw Materials $ 2,246 $ 1,353 Finished Goods 7,202 2,213 Packaging Supplies 2,109 1,603 Total $ 11,557 $ 5,169 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: February 28, 2017 May 31, 2016 a) Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand. $ 5,528 $ 5,528 b) Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note was 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $7,770 and $6,274, respectively. 20,000 20,000 d) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $20,380 and $27,848, respectively. 65,000 (i) 170,000 (i) e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $533 and $364, respectively. 2,500 2,500 f) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $2,441 and $1,465, respectively. – (ii) 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $7 and $5, respectively 1,061 1,229 h) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $2,231 and $987, respectively. 20,000 20,000 i) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $1,270 and $527, respectively. 12,000 12,000 j) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $235 and $176, respectively. 1,300 4,700 k) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due six months following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $108 and $33, respectively. 1,000 1,000 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $126 and $36, respectively. 1,200 1,200 m) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes are due one year following the borrowing date. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $494 and $nil, respectively. 35,750 – n) 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 February 28, 2017, and May 31, 2016, the Company owed accrued interest of $45 and $nil, respectively. 5,000 – o) Notes payable which are unsecured, non-guaranteed, and non interest-bearing. The notes are due on demand. 113,888 (iii) – $ 292,227 $ 261,157 (i) 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. Several notes matured in 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. On October 11, 2016, the lender assigned a total of $75,000 of promissory notes payable to two third-party lenders (Note 6(i)). (ii) On December 8, 2016, the lender assigned the $15,000 promissory note payable to a third party lender (Note 6(l)). (iii) On October 1, 2016, and December 1, 2016, the Company entered into Promissory Notes of $103,888, and $10,000, respectively, whereby a vendor of the Company agreed to convert amounts owing for services to promissory notes. The Promissory Notes are unsecured, non interest-bearing and due on demand.. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Nine Months Ended February 28, 2017 Balance at the beginning of the period $ – Addition of new derivative liabilities 359,571 Change in fair value of embedded conversion option (98,436 ) Balance at the end of the period $ 261,135 |
Schedule of Fair Value Measurement Assumptions | The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 188% - 232% 0.56% - 0.84% 0 % 0.75-1.00 At February 28, 2017 185% - 202% 0.40% - 0.88% 0 % 0.14-0.92 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Companies Revenues and Receivables | The Company’s revenues were concentrated among three customers for the nine months ended February 28, 2017, and four customers for the nine months ended February 29, 2016: Customer Revenue for the Nine Months Ended February 28, 2017 Revenue for the Nine Months Ended February 29, 2016 1 52 % 30 % 2 * 23 % 3 * 19 % 4 * 11 % 5 16 % * 6 10 % * The Company’s receivables were concentrated among four customers as at February 28, 2017, and May 31, 2016: Customer Receivables as at February 28, 2017 Receivables as at May 31, 2016 1 44 % 37 % 2 * 35 % 3 19 % 16 % 4 12 % 35 % 5 21 % * * not greater than 10% |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 9 Months Ended |
Feb. 28, 2017$ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Potential dilutive shares outstanding | $ 363,585,566 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ 1,979,720 | $ 940,050 |
Working capital deficit | $ 1,376,781 |
Inventory - Summary of Componen
Inventory - Summary of Components of Inventory (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 2,246 | $ 1,353 |
Finished Goods | 7,202 | 2,213 |
Packaging Supplies | 2,109 | 1,603 |
Total | $ 11,557 | $ 5,169 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
President [Member] | |||
Management services fees | $ 284,360 | $ 33,400 | |
Rent fees | 3,000 | ||
Indebtedness | 79,361 | $ 42,046 | |
President [Member] | Amended and Restated Management Services Agreement [Member] | |||
Value of common stock shares issued for services | $ 243,360 | ||
Number of common stock shares issued for services | 31,200,000 | ||
Shares issued price per share | $ 0.0078 | ||
Chief Operating Officer [Member] | |||
Management services fees | $ 36,900 | ||
Indebtedness | 10,500 | ||
Chief Operating Officer [Member] | Series D Preferred Stock [Member] | Management Services Agreement [Member] | |||
Value of common stock shares issued for services | $ 8,900 | ||
Number of common stock shares issued for services | 100,000 | ||
Shares issued price per share | $ 0.089 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 | ||
Notes payable | $ 292,227 | $ 261,157 | ||
Notes Payable One [Member] | ||||
Notes payable | 5,528 | 5,528 | ||
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] | 65,000 | 170,000 | |
Notes Payable Five [Member] | ||||
Notes payable | 2,500 | 2,500 | ||
Notes Payable Six [Member] | ||||
Notes payable | [2] | 15,000 | ||
Notes Payable Seven [Member] | ||||
Notes payable | 1,061 | 1,229 | ||
Notes Payable Eight [Member] | ||||
Notes payable | 20,000 | 20,000 | ||
Notes Payable Nine [Member] | ||||
Notes payable | 12,000 | 12,000 | ||
Notes Payable Ten [Member] | ||||
Notes payable | 1,300 | 4,700 | ||
Notes Payable Eleven [Member] | ||||
Notes payable | 1,000 | 1,000 | ||
Notes Payable Twelve [Member] | ||||
Notes payable | 1,200 | 1,200 | ||
Notes Payable Thirteen [Member] | ||||
Notes payable | 35,750 | |||
Notes Payable Fourteen [Member] | ||||
Notes payable | 5,000 | |||
Notes Payable Fifteen [Member] | ||||
Notes payable | $ 113,888 | [3] | ||
[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. Several notes matured in 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. On October 11, 2016, the lender assigned a total of $75,000 of promissory notes payable to two third-party lenders (Note 6(i)). | |||
[2] | On December 8, 2016, the lender assigned the $15,000 promissory note payable to a third party lender (Note 6(l)). | |||
[3] | On October 1, 2016, and December 1, 2016, the Company entered into Promissory Notes of $103,888, and $10,000, respectively, whereby a vendor of the Company agreed to convert amounts owing for services to promissory notes. The Promissory Notes are unsecured, non interest-bearing and due on demand. |
Notes Payable - Schedule of N27
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | May 09, 2014 | Feb. 28, 2017 | May 31, 2016 | Dec. 08, 2016 | Dec. 02, 2016 | Oct. 11, 2016 | Oct. 01, 2016 |
Notes payable, interest rate, stated per share | 8.00% | ||||||
Maximum aggregate principal amount of Promissory Notes | $ 500,000 | ||||||
Note maturity date | Dec. 31, 2015 | ||||||
Two Third Party Lenders [Member] | |||||||
Value of assigned promissory notes payable | $ 15,000 | $ 75,000 | |||||
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 | $ 7,770 | $ 6,274 | |||||
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 | $ 20,380 | $ 27,848 | |||||
Notes Payable Five [Member] | |||||||
Note payable due term | 1 year | 1 year | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 533 | $ 364 | |||||
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 | $ 2,441 | $ 1,465 | |||||
Notes Payable Seven [Member] | |||||||
Note payable due term | 6 months | 6 months | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 7 | $ 5 | |||||
Notes Payable Eight [Member] | |||||||
Note payable due term | 1 year | 1 year | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 2,231 | $ 987 | |||||
Notes Payable Nine [Member] | |||||||
Note payable due term | 6 months | 6 months | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 1,270 | $ 527 | |||||
Notes Payable Ten [Member] | |||||||
Note payable due term | 6 months | 6 months | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 235 | $ 176 | |||||
Notes Payable Eleven [Member] | |||||||
Note payable due term | 6 months | 6 months | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 108 | $ 33 | |||||
Notes Payable Twelve [Member] | |||||||
Note payable due term | 6 months | 6 months | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 126 | $ 36 | |||||
Notes Payable Thirteen [Member] | |||||||
Note payable due term | 1 year | 1 year | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 494 | ||||||
Notes Payable Fourteen [Member] | |||||||
Note payable due term | 1 year | 1 year | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 45 | ||||||
Promissory Notes [Member] | |||||||
Convertible promissory note, aggregate amount | $ 10,000 | $ 103,888 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Feb. 28, 2017 | Feb. 10, 2017 | Jan. 31, 2017 | Dec. 08, 2016 | Oct. 21, 2016 | Aug. 25, 2016 | Jul. 19, 2016 | May 12, 2016 | Feb. 19, 2016 | Dec. 28, 2011 | Dec. 22, 2011 | Feb. 28, 2017 | Oct. 11, 2016 | May 31, 2016 |
Two Third Party Lenders [Member] | ||||||||||||||
Value of assigned promissory notes payable | $ 15,000 | $ 75,000 | ||||||||||||
Maximum [Member] | ||||||||||||||
Notes bear interest rate, per annum | 18.00% | |||||||||||||
Conversion price per share | $ 0.003 | |||||||||||||
Additional conversion price per share | $ 0.001 | |||||||||||||
Additional convertible notes payable | $ 10,000 | |||||||||||||
Convertible Promissory Note Agreement [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 56,750 | |||||||||||||
Notes bear interest rate, per annum | 12.00% | |||||||||||||
Accrued interest | $ 231 | $ 231 | ||||||||||||
Convertible notes payable | 24,628 | $ 24,628 | ||||||||||||
Shares issued upon conversion of debt | 19,700,000 | |||||||||||||
Value of shares issued upon conversion of debt | $ 18,609 | |||||||||||||
Condition on conversion of debt to common stock | 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. | |||||||||||||
Financing cost | $ 6,750 | |||||||||||||
Fair value of conversion feature | 79,631 | |||||||||||||
Additional discount on notes payable | 50,000 | |||||||||||||
Loss on change in fair value of derivative liability | $ 29,631 | |||||||||||||
Accretion amount | 43,237 | |||||||||||||
Interest expense, debt | 3,875 | |||||||||||||
Convertible Promissory Note Agreement [Member] | Maximum [Member] | ||||||||||||||
Notes bear interest rate, per annum | 24.00% | |||||||||||||
Debt discount percentage | 150.00% | |||||||||||||
Debt Conversion Agreements [Member] | ||||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Conversion price per share | $ 0.001 | |||||||||||||
Accrued interest | 19,435 | 19,435 | ||||||||||||
Fair value of conversion feature | $ 90,004 | |||||||||||||
Additional discount on notes payable | $ 90,004 | |||||||||||||
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 | 2,077 | 2,077 | $ 1,778 | |||||||||||
Convertible notes payable | 4,000 | 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 | 455 | 455 | 367 | |||||||||||
Convertible notes payable | 1,177 | 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 | 518 | 518 | 443 | |||||||||||
Convertible notes payable | 1,000 | 1,000 | 1,000 | |||||||||||
Convertible Notes Payable Four [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 14,000 | |||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Note due term | 1 year | |||||||||||||
Accrued interest | 887 | 887 | 304 | |||||||||||
Convertible notes payable | 9,000 | $ 9,000 | 14,000 | |||||||||||
Shares issued upon conversion of debt | 14,000,000 | |||||||||||||
Value of shares issued upon conversion of debt | $ 14,000 | |||||||||||||
Convertible Notes Payable Five [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 10,000 | |||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Note due term | 1 year | |||||||||||||
Accrued interest | 603 | 603 | 40 | |||||||||||
Convertible notes payable | 5,000 | $ 5,000 | $ 10,000 | |||||||||||
Shares issued upon conversion of debt | 4,000,000 | |||||||||||||
Value of shares issued upon conversion of debt | $ 5,000 | |||||||||||||
Convertible Notes Payable Six [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 10,000 | |||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Note due term | 1 year | |||||||||||||
Accrued interest | 410 | 410 | ||||||||||||
Convertible notes payable | 10,000 | 10,000 | ||||||||||||
Convertible Redeemable Notes One [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 121,000 | |||||||||||||
Notes bear interest rate, per annum | 12.00% | |||||||||||||
Convertible notes payable | $ 55,000 | |||||||||||||
Convertible note payable purchase amount | $ 60,500 | |||||||||||||
Condition on conversion of debt to common stock | 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. | |||||||||||||
Debt discount percentage | 10.00% | |||||||||||||
Financing cost | $ 3,000 | |||||||||||||
Original issue discount | 5,500 | |||||||||||||
Convertible Redeemable Notes Two [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 121,000 | |||||||||||||
Notes bear interest rate, per annum | 12.00% | |||||||||||||
Convertible notes payable | $ 55,000 | |||||||||||||
Convertible note payable purchase amount | $ 60,500 | |||||||||||||
Debt discount percentage | 10.00% | |||||||||||||
Convertible Redeemable Notes [Member] | ||||||||||||||
Accrued interest | 4,358 | 4,358 | ||||||||||||
Convertible notes payable | 11,868 | $ 11,868 | ||||||||||||
Shares issued upon conversion of debt | 16,956,271 | |||||||||||||
Value of shares issued upon conversion of debt | $ 30,000 | |||||||||||||
Conversion price percentage | 50.00% | |||||||||||||
Fair value of conversion feature | 90,990 | |||||||||||||
Additional discount on notes payable | 52,000 | |||||||||||||
Loss on change in fair value of derivative liability | 38,990 | |||||||||||||
Accretion amount | 41,868 | |||||||||||||
One Notes [Member] | Debt Conversion Agreements [Member] | ||||||||||||||
Convertible notes payable | ||||||||||||||
Two Notes [Member] | Debt Conversion Agreements [Member] | ||||||||||||||
Convertible notes payable | 23,000 | $ 23,000 | ||||||||||||
Shares issued upon conversion of debt | 52,000,000 | |||||||||||||
Value of shares issued upon conversion of debt | $ 52,000 | |||||||||||||
Convertible Notes Payable Seven [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 120,000 | |||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Conversion price per share | $ 0.003 | |||||||||||||
Accrued interest | 245 | 245 | ||||||||||||
Convertible notes payable | 7,579 | $ 102,000 | 7,579 | |||||||||||
Convertible note payable purchase amount | $ 120,000 | |||||||||||||
Condition on conversion of debt to common stock | The Company may, with the holders consent, prepay any amount outstanding under the Convertible Promissory Note during the initial 180 day period after the borrowing date by making a payment equal to 150% of the prepayment amount. The Company may not prepay any amount outstanding after the 180 day period has elapsed | |||||||||||||
Debt discount percentage | 10.00% | |||||||||||||
Conversion price percentage | 50.00% | |||||||||||||
Original issue discount | $ 18,000 | |||||||||||||
Accretion amount | 7,579 | |||||||||||||
Convertible Notes Payable Seven [Member] | First Tranche [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | 40,000 | |||||||||||||
Financing cost | 2,000 | |||||||||||||
Original issue discount | 6,000 | |||||||||||||
Fair value of conversion feature | 93,615 | |||||||||||||
Additional discount on notes payable | 32,000 | |||||||||||||
Loss on change in fair value of derivative liability | $ 61,615 | |||||||||||||
Convertible Notes Payable Eight [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | $ 59,500 | |||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Accrued interest | 235 | 235 | ||||||||||||
Convertible notes payable | 9,287 | $ 52,000 | 9,287 | |||||||||||
Convertible note payable purchase amount | $ 59,500 | |||||||||||||
Condition on conversion of debt to common stock | The Company may, without the holders consent, prepay any amount outstanding under the Convertible Promissory Note during the initial 180 day period after the borrowing date by making a payment equal to 150% of the prepayment amount. After the 180 day period has elapsed and up to the maturity date, the Company may, with the holders consent, prepay any amount outstanding under the Convertible Promissory Note by making a payment equal to 150% of the prepayment amount | |||||||||||||
Debt discount percentage | 10.00% | |||||||||||||
Conversion price percentage | 50.00% | |||||||||||||
Financing cost | $ 7,000 | |||||||||||||
Original issue discount | 7,500 | |||||||||||||
Fair value of conversion feature | 95,335 | |||||||||||||
Additional discount on notes payable | 45,000 | |||||||||||||
Loss on change in fair value of derivative liability | $ 50,335 | |||||||||||||
Accretion amount | 9,287 | |||||||||||||
Debt conversion, original debt, due date of debt | Nov. 10, 2017 | |||||||||||||
Convertible Notes Payable Nine [Member] | Two Third Party Lenders [Member] | ||||||||||||||
Convertible promissory note, aggregate amount | 15,000 | 15,000 | ||||||||||||
Notes bear interest rate, per annum | 8.00% | |||||||||||||
Conversion price per share | $ 0.001 | |||||||||||||
Accrued interest | $ 2,441 | $ 2,441 | ||||||||||||
Fair value of conversion feature | $ 17,349 | |||||||||||||
Additional discount on notes payable | 17,349 | |||||||||||||
Value of assigned promissory notes payable | $ 15,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities at Fair Value (Details) | 9 Months Ended |
Feb. 28, 2017USD ($) | |
Balance at the beginning of the period | |
Balance at the end of the period | 261,135 |
Fair Value, Inputs, Level 3 [Member] | |
Balance at the beginning of the period | |
Addition of new derivative liabilities | 359,571 |
Change in fair value of embedded conversion option | (98,436) |
Balance at the end of the period | $ 261,135 |
Derivative Liabilities - Sche30
Derivative Liabilities - Schedule of Fair Value Measurement Assumptions (Details) | 9 Months Ended |
Feb. 28, 2017 | |
Expected Dividend Yield | 0.00% |
Minimum [Member] | |
Expected Volatility | 185.00% |
Risk-free Interest Rate | 0.40% |
Expected Life (in years) | 1 month 21 days |
Maximum [Member] | |
Expected Volatility | 202.00% |
Risk-free Interest Rate | 0.88% |
Expected Life (in years) | 11 months 1 day |
At Issuance [Member] | |
Expected Dividend Yield | 0.00% |
At Issuance [Member] | Minimum [Member] | |
Expected Volatility | 188.00% |
Risk-free Interest Rate | 0.56% |
Expected Life (in years) | 9 months |
At Issuance [Member] | Maximum [Member] | |
Expected Volatility | 232.00% |
Risk-free Interest Rate | 0.84% |
Expected Life (in years) | 1 year |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Feb. 23, 2017 | Feb. 22, 2017 | Feb. 17, 2017 | Feb. 15, 2017 | Feb. 13, 2017 | Feb. 10, 2017 | Feb. 07, 2017 | Jan. 25, 2017 | Jan. 11, 2017 | Jan. 09, 2017 | Dec. 27, 2016 | Dec. 20, 2016 | Dec. 13, 2016 | Nov. 17, 2016 | Nov. 07, 2016 | Nov. 02, 2016 | Jan. 09, 2016 |
Common Stock [Member] | |||||||||||||||||
Common stock shares issued for conversion | 7,912,088 | 4,329,897 | 7,000,000 | 9,000,000 | 2,571,429 | 9,300,000 | 2,142,857 | 4,000,000 | 8,000,000 | 8,000,000 | 10,000,000 | 5,000,000 | 3,946,400 | 6,053,600 | 5,000,000 | 4,000,000 | |
Value of shares issued upon conversion of debt | $ 12,000 | $ 7,000 | $ 7,000 | $ 9,000 | $ 6,000 | $ 9,363 | $ 5,000 | $ 5,000 | $ 8,000 | $ 8,000 | $ 10,000 | $ 5,000 | $ 3,946 | $ 6,054 | $ 5,000 | $ 4,000 | |
Accrued interest | $ 3,657 | ||||||||||||||||
Common Stock Two [Member] | |||||||||||||||||
Common stock shares issued for conversion | 10,400,000 | ||||||||||||||||
Value of shares issued upon conversion of debt | $ 9,246 | ||||||||||||||||
Accrued interest | $ 218 | ||||||||||||||||
Amended and Restated Management Services Agreement [Member] | President [Member] | Common Stock [Member] | |||||||||||||||||
Number of common stock, shares issued for services | 31,200,000 | ||||||||||||||||
Value of common stock issued for services | $ 243,360 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Nov. 02, 2016 | Sep. 11, 2015 | Jun. 11, 2015 | Jun. 04, 2015 | Jun. 04, 2015 |
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 D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | Chief Operating Officer [Member] | |||||
Stock issued during period for management services agreement, shares | 100,000 | ||||
Per share price | $ 0.089 | ||||
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 ($) | Nov. 02, 2016 | Nov. 02, 2016 | Nov. 02, 2016 | Jun. 11, 2015 | Jun. 09, 2015 | Jun. 04, 2015 | Feb. 09, 2017 |
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 | ||||||
Management Services Agreement [Member] | Chief Operating Officer [Member] | |||||||
Due to officer | $ 84,000 | $ 84,000 | $ 84,000 | ||||
Accruing in equal monthly increments | $ 7,000 | ||||||
Commission on gross sales, percent | 3.00% | ||||||
Management Services Agreement [Member] | Chief Operating Officer [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 | ||||||
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 | ||||||
Amended and Restated Management Services Agreement [Member] | President, CEO, Secretary and Treasurer [Member] | |||||||
Due to officer | $ 84,000 | 84,000 | $ 84,000 | ||||
Accruing in equal monthly increments | 7,000 | ||||||
Signing bonus | $ 31,200 | $ 31,200 | $ 31,200 | ||||
Debt conversion price per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Amended and Restated Management Services Agreement [Member] | President, CEO, Secretary and Treasurer [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Issue an aggregate of shares | 900,000 | ||||||
Advertising Agreement [Member] | |||||||
Pre-production and scheduling fees payable | $ 29,700 | ||||||
Advertising Agreement [Member] | On Or Before February 24, 2017 [Member] | |||||||
Pre-production and scheduling fees payable | 2,500 | ||||||
Advertising Agreement [Member] | On Or Before March 15, 2017 [Member] | |||||||
Pre-production and scheduling fees payable | 13,600 | ||||||
Advertising Agreement [Member] | On Or Before April 15, 2017 [Member] | |||||||
Pre-production and scheduling fees payable | $ 13,600 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customers | Feb. 28, 2017 | May 31, 2016 | Feb. 29, 2016 |
Sales Revenue, Net [Member] | |||
Number of customers | 3 | 4 | |
Receivable [Member] | |||
Number of customers | 4 | 4 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) | 9 Months Ended | 12 Months Ended | |||||
Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |||||
Customer 1 [Member] | Revenues [Member] | |||||||
Concentrations, Revenue | 52.00% | 30.00% | |||||
Customer 1 [Member] | Receivables [Member] | |||||||
Concentrations, Revenue | 44.00% | 37.00% | |||||
Customer 2 [Member] | Revenues [Member] | |||||||
Concentrations, Revenue | [1] | 23.00% | |||||
Customer 2 [Member] | Receivables [Member] | |||||||
Concentrations, Revenue | [1] | 35.00% | |||||
Customer 3 [Member] | Revenues [Member] | |||||||
Concentrations, Revenue | [1] | 19.00% | |||||
Customer 3 [Member] | Receivables [Member] | |||||||
Concentrations, Revenue | 19.00% | 16.00% | |||||
Customer 4 [Member] | Revenues [Member] | |||||||
Concentrations, Revenue | [1] | 11.00% | |||||
Customer 4 [Member] | Receivables [Member] | |||||||
Concentrations, Revenue | 12.00% | 35.00% | |||||
Customer 5 [Member] | Revenues [Member] | |||||||
Concentrations, Revenue | [1] | 16.00% | |||||
Customer 5 [Member] | Receivables [Member] | |||||||
Concentrations, Revenue | 21.00% | [1] | |||||
Customer 6 [Member] | Revenues [Member] | |||||||
Concentrations, Revenue | 10.00% | [1] | |||||
[1] | not greater than 10% |
Concentrations - Schedule of 36
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Customer 2 [Member] | Revenues [Member] | |||
Maximum percentage of revenue for the customer | 10.00% | ||
Customer 2 [Member] | Receivables [Member] | |||
Maximum percentage of revenue for the customer | 10.00% | ||
Customer 3 [Member] | Revenues [Member] | |||
Maximum percentage of revenue for the customer | 10.00% | ||
Customer 4 [Member] | Revenues [Member] | |||
Maximum percentage of revenue for the customer | 10.00% | ||
Customer 5 [Member] | Revenues [Member] | |||
Maximum percentage of revenue for the customer | 10.00% | ||
Customer 5 [Member] | Receivables [Member] | |||
Maximum percentage of revenue for the customer | 10.00% | ||
Customer 6 [Member] | Revenues [Member] | |||
Maximum percentage of revenue for the customer | 10.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 06, 2017 | Apr. 05, 2017 | Apr. 05, 2017 | Apr. 04, 2017 | Apr. 03, 2017 | Mar. 30, 2017 | Mar. 28, 2017 | Mar. 27, 2017 | Mar. 22, 2017 | Mar. 20, 2017 | Mar. 20, 2017 | Mar. 17, 2017 | Mar. 16, 2017 | Mar. 13, 2017 | Mar. 10, 2017 | Mar. 08, 2017 | Mar. 06, 2017 | Feb. 23, 2017 | Feb. 22, 2017 | Feb. 17, 2017 | Feb. 15, 2017 | Feb. 13, 2017 | Feb. 10, 2017 | Feb. 09, 2017 | Feb. 07, 2017 | Jan. 25, 2017 | Jan. 11, 2017 | Jan. 09, 2017 | Dec. 27, 2016 | Dec. 20, 2016 | Dec. 13, 2016 | Nov. 17, 2016 | Nov. 07, 2016 | Jan. 09, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | Mar. 15, 2017 | Mar. 07, 2017 | Mar. 01, 2017 | Dec. 02, 2016 | Oct. 01, 2016 | May 31, 2016 | May 09, 2014 |
Common stock ,shares authorized | 1,950,000,000 | 1,950,000,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Debt bearing interest rate percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 189,000 | $ 14,000 | |||||||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 10,000 | $ 103,888 | |||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of convertible notes payable | 7,912,088 | 4,329,897 | 7,000,000 | 9,000,000 | 2,571,429 | 9,300,000 | 2,142,857 | 4,000,000 | 8,000,000 | 8,000,000 | 10,000,000 | 5,000,000 | 3,946,400 | 6,053,600 | 5,000,000 | 4,000,000 | |||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 12,000 | $ 7,000 | $ 7,000 | $ 9,000 | $ 6,000 | $ 9,363 | $ 5,000 | $ 5,000 | $ 8,000 | $ 8,000 | $ 10,000 | $ 5,000 | $ 3,946 | $ 6,054 | $ 5,000 | $ 4,000 | |||||||||||||||||||||||||||
Common Stock Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of convertible notes payable | 10,400,000 | ||||||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 9,246 | ||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 14,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt bearing interest rate percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Debt Conversion Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 7,000 | $ 7,000 | |||||||||||||||||||||||||||||||||||||||||
Debt bearing interest rate percentage | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.000275 | $ 0.000275 | $ 0.000275 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | First Assignee [Member] | |||||||||||||||||||||||||||||||||||||||||||
Promissory note payable | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Second Assignee [Member] | |||||||||||||||||||||||||||||||||||||||||||
Promissory note payable | $ 7,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Third-Party Lender [Member] | |||||||||||||||||||||||||||||||||||||||||||
Promissory note payable | $ 7,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Nine Convertible Redeemable Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal amount | $ 285,450 | ||||||||||||||||||||||||||||||||||||||||||
Debt bearing interest rate percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt issuance date | Mar. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||
Debt discount percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | First Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Purchase price of debt | $ 47,500 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Back End Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Bid price per share | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Back End Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Purchase price of debt | $ 26,500 | ||||||||||||||||||||||||||||||||||||||||||
Payments of debt | 29,150 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | First Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||
Debt Percentage | 140.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion percentage | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Buyer Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Collateralized secured amount | 26,500 | ||||||||||||||||||||||||||||||||||||||||||
Escrow deposit | $ 26,500 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of convertible notes payable | 17,000,000 | 2,033,471 | 23,250,000 | 19,309,412 | 4,733,824 | 10,058,824 | 13,994,118 | 14,350,000 | 9,000,000 | 4,000,000 | 11,956,400 | ||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 4,675 | $ 1,000 | $ 6,394 | $ 10,942 | $ 1,000 | $ 5,700 | $ 4,675 | $ 5,200 | $ 3,946 | $ 9,000 | $ 5,000 | $ 3,886 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of convertible notes payable | 22,214,118 | 19,235,294 | 17,100,000 | 14,916,201 | 11,500,000 | 13,621,622 | 9,767,442 | ||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 7,000 | $ 12,588 | $ 10,900 | $ 9,690 | $ 8,900 | $ 11,500 | $ 8,400 | $ 7,000 | |||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of convertible notes payable | 17,000,000 | 17,082,353 | |||||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 4,675 | $ 9,680 | |||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock Three [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of convertible notes payable | 19,300,000 | ||||||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of convertible notes payable | $ 5,308 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Precentage of outstanding preferred stock | 100.00% | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock voting rights description | 80% majority voting control | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock ,shares authorized | 500,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Debt Conversion Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock ,shares authorized | 1,950,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Debt Conversion Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 0.000275 | $ 0.000275 |