Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2017 | Sep. 13, 2017 | Nov. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | ECOSCIENCES, INC. | ||
Entity Central Index Key | 1,493,174 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 50,140,974 | ||
Entity Public Float | $ 400,420 | ||
Trading Symbol | ECEZ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2017 | May 31, 2016 |
Current Assets | ||
Cash | $ 3,357 | $ 4,220 |
Accounts receivable, net | 6,967 | |
Inventory | 3,256 | 5,169 |
Prepaid expenses | 29,700 | 771 |
Total Assets | 43,280 | 10,160 |
Current Liabilities | ||
Accounts payable | 258,949 | 165,483 |
Accrued liabilities | 447,140 | 331,505 |
Due to related parties | 93,598 | 42,046 |
Notes payable | 300,666 | 261,157 |
Convertible notes payable, net of discount | 86,137 | 30,177 |
Derivative liabilities | 596,743 | |
Total Liabilities | 1,783,233 | 830,368 |
Contingencies and Commitments | ||
Stockholders' Deficit | ||
Common Stock 1,950,000,000 shares authorized, $0.0001 par value;48,075,065 shares issued and outstanding (2016 – 10,175 shares) | 4,808 | 10,175 |
Additional paid-in capital | 817,879 | 108,956 |
Accumulated deficit | (2,563,361) | (940,050) |
Total Stockholders' Deficit | (1,739,953) | (820,208) |
Total Liabilities and Stockholders' Deficit | 43,280 | 10,160 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock 50,000,000 shares authorized, $0.0001 par value; | 160 | 160 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock 50,000,000 shares authorized, $0.0001 par value; | 20 | 20 |
Series C Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock 50,000,000 shares authorized, $0.0001 par value; | 470 | 470 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock 50,000,000 shares authorized, $0.0001 par value; | $ 71 | $ 61 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 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 | 48,075,065 | 10,175 |
Common stock, shares outstanding | 48,075,065 | 10,175 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
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 authorized | 200,000 | 200,000 |
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 authorized | 10,000,000 | 10,000,000 |
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 authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 710,000 | 610,000 |
Preferred stock, shares outstanding | 710,000 | 610,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 25,860 | $ 21,568 |
Cost of revenues | (16,628) | (8,074) |
Gross Profit | 9,232 | 13,494 |
Operating Expenses | ||
General and administrative | 423,931 | 117,530 |
Professional fees | 490,723 | 353,027 |
Total operating Expenses | 914,654 | 470,557 |
Loss from operations | (905,422) | (457,063) |
Other Income (Expenses) | ||
Interest expense | (799,698) | (38,047) |
Loss from settlement of amounts due to related parties | (5,600) | |
Change in fair value of derivative liabilities | 87,409 | |
Net Loss | $ (1,623,311) | $ (495,110) |
Net Loss Per Common Share - Basic and Diluted | $ (1.01) | $ (48.66) |
Weighted-average Common Shares Outstanding - Basic and Diluted | 1,601,245 | 10,175 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Total |
Balance at May. 31, 2015 | $ 147 | $ 20 | $ 470 | $ 1 | $ 33,204 | $ (444,940) | $ (411,098) | |
Balance, shares at May. 31, 2015 | 1,468,630 | 200,000 | 4,700,000 | 10,175 | ||||
Series A preferred stock issued for cash | $ 13 | 24,987 | 25,000 | |||||
Series A preferred stock issued for cash, shares | 125,000 | |||||||
Series D preferred stock issued for services | $ 61 | 60,939 | 61,000 | |||||
Series D preferred stock issued for services, shares | 610,000 | |||||||
Net loss | (495,110) | (495,110) | ||||||
Balance at May. 31, 2016 | $ 160 | $ 20 | $ 470 | $ 61 | $ 1 | 119,130 | (940,050) | (820,208) |
Balance, shares at May. 31, 2016 | 1,593,630 | 200,000 | 4,700,000 | 610,000 | 10,175 | |||
Series D preferred stock issued for services | $ 10 | 8,890 | 8,900 | |||||
Series D preferred stock issued for services, shares | 100,000 | |||||||
Common stock issued for services | 243,360 | 243,360 | ||||||
Common stock issued for services, shares | 3,120 | |||||||
Common stock issued upon conversion of convertible notes payable and accrued interest | $ 7 | 303,588 | 303,595 | |||||
Common stock issued upon conversion of convertible notes payable and accrued interest, shares | 61,770 | |||||||
Series C preferred stock issued to settle related party debt | $ 400 | 9,200 | 9,600 | |||||
Series C preferred stock issued to settle related party debt, shares | 4,000,000 | |||||||
Conversion of Series C preferred stock into common stock | $ (400) | $ 4,800 | (4,400) | |||||
Conversion of Series C preferred stock into common stock, shares | (4,000,000) | 48,000,000 | ||||||
Beneficial conversion feature upon issuance of convertible notes payable | 138,111 | 138,111 | ||||||
Net loss | (1,623,311) | (1,623,311) | ||||||
Balance at May. 31, 2017 | $ 160 | $ 20 | $ 470 | $ 71 | $ 4,808 | $ 817,879 | $ (2,563,361) | $ (1,739,953) |
Balance, shares at May. 31, 2017 | 1,593,630 | 200,000 | 4,700,000 | 710,000 | 48,075,065 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,623,311) | $ (495,110) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 252,260 | 61,000 |
Amortization of debt discount | 360,604 | |
Interest expense on derivative liability that exceeds face value | 383,152 | |
Loss from settlement of amounts due to related parties | 5,600 | |
Change in fair value of derivative liabilities | (87,409) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,967) | 3,371 |
Inventory | 1,913 | (2,397) |
Prepaid expenses | (28,929) | 766 |
Accounts payable | 231,415 | 23,772 |
Accrued liabilities | 115,636 | 309,066 |
Due to related party | 30,950 | |
Net Cash Used in Operating Activities | (396,036) | (68,582) |
Cash Flows from Financing Activities | ||
Advances from related party | 55,552 | 496 |
Proceeds from notes payable | 80,250 | 48,096 |
Payment of notes payable | (51,629) | (25,171) |
Proceeds from convertible notes payable | 311,000 | 24,000 |
Proceeds from issuance of Series A redeemable preferred stock | 25,000 | |
Net Cash Provided by Financing Activities | 395,173 | 72,421 |
Change in Cash | (863) | 3,839 |
Cash - Beginning of Year | 4,220 | 381 |
Cash - End of Year | 3,357 | 4,220 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 360 | 1,379 |
Income taxes paid | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued to settle convertible debt and accrued interest | 303,595 | |
Issuances of notes payable for settlements of accounts payable | 128,888 | |
Issuance of Series C preferred stock for settlement of due to related parties | $ 4,000 | |
Conversion of preferred stock to common stock | 400 | |
Additional discount from beneficial conversion feature | $ 138,111 |
Nature of Operations
Nature of Operations | 12 Months Ended |
May 31, 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. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has not generated significant earnings. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of May 31, 2017, the Company has accumulated losses of $2,490,502 and a working capital deficit of $1,672,694. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies a) Basis of Presentation and Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eco-logical Concepts, Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is May 31. b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. c) Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. d) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount billed to customers and are ordinarily due upon receipt. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. At May 31, 2017 and 2016, the Company’s accounts receivable are offset by a provision for doubtful accounts of $379 and $1,338, respectively. e) Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. At May 31, 2017 and 2016, the Company does not need a reserve for any obsolescence due to the current nature of the inventory items. Inventory consisted of water purification tablets and ingredients required to manufacture water purification tablets. f) Shipping and Handling Costs The Company expenses shipping and handling costs as incurred and includes in general and administrative expenses. Such costs totaled approximately $972 and $15 for the years ended May 31, 2017 and 2016, respectively. g) Fair Value of Financial Instruments The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, due to related parties, loans payable, convertible notes payable, and derivative liabilities. There were no transfers into or out of “Level 3” during the years ended May 31, 2017 and 2016. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. h) Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Debt with Conversion and Other Options i) Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible debentures, stock purchase warrants and stock options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss). For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. j) Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a Beneficial Conversion Feature (the “BCF”) and related debt discount. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. k) Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. l) Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured which is typically when title transfers upon shipment. m) Stock-Based Compensation The measurement and recognition of compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options. The Company estimates the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in income (loss) over the requisite service period. Options granted to consultants are valued at the fair value of the equity instruments issued, or the fair value of the services received, whichever is more reliably measureable. n) Income Taxes The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. o) Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the year. The calculation of basic earnings (loss) per share excludes any dilutive effects of options, warrants and other stock-based compensation, which are included in diluted earnings per share. When a company is in a loss situation, all outstanding dilutive shares are excluded from the calculation of diluted earnings because their inclusion would be antidilutive; and the basic and fully diluted common shares outstanding are stated to be the same. At May 31, 2017, the Company had approximately 95,821,000 potential dilutive shares outstanding. p) Recent Accounting Pronouncements In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its consolidated financial statements. In February 2016, Topic 842, Leases Leases In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15) |
Inventory
Inventory | 12 Months Ended |
May 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following: May 31, 2017 May 31, 2016 Raw Materials $ 22 $ 1,353 Finished Goods 3,187 2,213 Packaging Supplies 47 1,603 Total $ 3,256 $ 5,169 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions a) During the year ended May 31, 2017, the Company incurred management services fees of $305,360 (2016 - $41,200) to the President of the Company, of which $243,360 was for issuing 3,120 shares of the Company’s common stock at $78 per share upon execution of the Amended and Restated Management Services Agreement (Note 11(g)). b) During the year ended May 31, 2017, the Company incurred management services fees of $57,900 (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 11(f)). c) During the year ended May 31, 2017, the Company incurred rent fees of $5,250 (2016 - $nil) to a company controlled by the President of the Company. d) On May 18, 2017, the Company issued 4,000,000 shares of Series C preferred stock valued at $9,600 to the President of the Company to settle amounts owing to him of $4,000 (Note 10(i)). The Company recognized a loss of $5,600 related to this settlement. e) At May 31, 2017 and 2016, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $83,098 and $42,046, respectively. The amount is unsecured, non-interest bearing and due on demand. f) At May 31, 2017 and 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 | 12 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes payable consist of the following: May 31, 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 on February 12, 2014. 8,000 8,000 c) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At May 31, 2017 and 2016, the Company owed accrued interest of $5,378 and $6,274, respectively. 13,000 (i) 20,000 d) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due from May 2015 to August 2015. At May 31, 2017 and 2016, the Company owed accrued interest of $21,948 and $27,848, respectively. 65,000 (ii) 170,000 * e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due on August 26, 2015. At May 31, 2017 and 2016, the Company owed accrued interest of $593 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 on March 16, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $nil and $1,465, respectively. – (iii) 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due on August 19, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $nil and $5, respectively – 1,229 h) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. $12,000 and $20,000 of the notes were due in May and October 2016, respectively. $14,000 of the notes is due on March 16, 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $4,422 and $1,514, respectively. 46,000 32,000 i) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on July 15, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $235 and $176, respectively. 1,300 4,700 j) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 1, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $133 and $33, respectively. 1,000 1,000 k) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 12, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $156 and $36, respectively. 1,200 1,200 l) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes is due from November 2017 to April 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $1,249 and $nil, respectively. 42,750 – m) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The note is due on January 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $146 and $nil, respectively. 5,000 – n) Notes payable which are unsecured, non-guaranteed, and non-interest bearing. The notes are due on demand. 98,388 (iv) – o) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on May 8, 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $55 and $nil, respectively. 11,000 – $ 300,666 $ 261,157 As of May 31, 2017, $124,000 of notes payable was in default. i) On March 7, 2017, the lender assigned a total of $20,000 of promissory notes payable to a third-party lender in which $7,000 became a convertible debt (Note 7(n)). ii) 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 7(i)). iii) On December 8, 2016, the lender assigned a total of $15,000 of promissory notes payable and $2,349 of accrued interest to a third-party lender (Note 7(j)). iv) During the year ended May 31, 2017, the lender assigned a total of $21,000 of promissory notes payable and to a third-party lender (Notes 7(o)), (p), and (q)). |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 7. Convertible Notes Payable a) On December 22, 2011, the Company entered into two Convertible Promissory Note agreements for an aggregate of $4,000. The Notes bear interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the notes are convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.01 per share. At May 31, 2017 and 2016, the Company owed accrued interest of $2,178 and $1,778, respectively. At May 31, 2017 and 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 of the Company’s subsidiary, Eco-logical Concepts, Inc., at $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 of the Company’s subsidiary at $0.01 per share. At May 31, 2017 and 2016, the Company owed accrued interest of $484 and $367, respectively. At May 31, 2017 and 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 of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.001 per share. At May 31, 2017 and 2016, the Company owed accrued interest of $543 and $443, respectively. At May 31, 2017 and 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 within 48 hours of the conversion request. At May 31, 2017 and 2016, the Company owed accrued interest of $883 and $304, respectively. During the year ended May 31, 2017, the Company issued 1,400 shares of common stock pursuant to the conversion of the $14,000 note. At May 31, 2017 and 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 within 48 hours of the conversion request. At May 31, 2017 and 2016, the Company owed accrued interest of $627 and $40, respectively. During the year ended May 31, 2017, the Company issued 800 shares of common stock pursuant to the conversion of the $10,000 note. At May 31, 2017 and 2016, the balance owing on the note was $nil, and $10,000, respectively. f) 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 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. The promissory note was initially secured by the pledge of the Back-End Note. Pursuant to the agreements, the 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 note, the Company incurred financing costs of $3,000 and an original issue discount of $5,500, which have been recorded as debt discount. On March 16, 2017, the Back-End Note was funded. In connection with the Back-End Note, the Company incurred financing costs of $3,000 and an original issue discount of $5,500, which have been recorded as debt discount. In relation to the first note, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging In relation to the Back-End Note, which was funded on March 16, 2017, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging g) 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. From 151 days following the issuance date of the note to the180 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 issuance 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 h) 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 within 48 hours of the conversion request. At May 31, 2017, the Company owed accrued interest of $612. At May 31, 2017, the balance owing on the note was $10,000. i) On October 11, 2016, a lender of the Company issued at total of $75,000 of promissory notes payable to two third-party lenders (Note 6(ii)). 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 $10 per share. In March 2017, the conversion price was amended to $2.75 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 was in the money and subject to recognition of debt discount from the beneficial conversion feature at issuance date. The Company recorded an additional discount of $90,004 to the note payable. Since the notes were due on demand, the discount was fully accreted upon issuance. During the year ended May 31, 2017, the Company issued 8,050 shares of common stock pursuant to the conversion of $68,175 of principal of the Notes. At May 31, 2017, the Company owed accrued interest of $19,994. At May 31, 2017, the balance owing on the two notes was $6,825. j) On December 8, 2016, a lender of the Company issued a $15,000 promissory note payable and accrued interest of $2,349 to a third-party lender (Note 6(iii)). 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 $10 per share. In February 2017, the conversion price was amended to $2.75 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 was in the money and subject to recognition of debt discount from the beneficial conversion feature at issuance date. The Company recorded an additional discount of $17,349 to the note payable. Since the note was due on demand, the discount was fully accreted upon issuance. During the year ended May 31, 2017, the Company issued 2,600 shares of common stock pursuant to the conversion of $13,675 of principal of the Notes. At May 31, 2017, the Company owed accrued interest of $2,529. At May31, 2017, the balance owing on the note was $1,325. k) On January 31, 2017, the Company entered a Securities Purchase Agreement whereby the Company agreed to issue a Convertible Promissory Note of $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. 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 $30 per share, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. In addition, at any time the trading price of the Company’s common stock is equal to or lower than $10 per share, an additional $10,000 shall be immediately added to the balance of the note. 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. In April 2017, the Company’s common stock price per share was lower than $10. Accordingly, the Company increased the principal amount and debt discount by $10,000. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging l) 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 note contains an original issue discount of $7,500 so the purchase price of the note is $52,000. Pursuant to the agreement, the 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 $10 per share, 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. In April 2017, the Company’s common stock price per share was lower than $10. Accordingly, the Company increased the principal amount and debt discount by $10,000. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging m) On March 30, 2017, the Company entered a Securities Purchase Agreement with a lender whereby the Company agreed to issue nine convertible notes for an aggregate of $285,450 with the first note being in the amount of $52,250 and the rest of the eight notes being in the amount of $29,150. The 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. 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. However, the Company must maintain a bid of $10 per common stock share over 5 consecutive trading days before the closing of each Back-End Note. In March 2017, the first note was funded. The note bears interest at 12% per annum and matures on March 30, 2018. The note contains an original issue discount of $4,750 so the purchase price of the note is $47,500. Pursuant to the agreement, the note is 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 days, including the day upon which a notice of conversion is received by the Company, prior to conversion. During the first six months, the Company may redeem the first note at 140% of the par value plus accrued interest. The Company also incurred financing costs of $2,500 which has been recorded as a discount. In relation to the first note, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $81,812 resulted in an additional discount to the note payable of $45,000 and the remaining $36,812 was recognized as a loss on changes in fair value of derivative liability. During the year ended May 31, 2017, the Company recorded accretion of $7,610 increasing the carrying value of the note to $7,610. At May 31, 2017, the Company owed accrued interest of $1,065. On May 1, 2017, the first Back-End Note was funded. In connection with the first Back-End Note, the Company incurred financing costs of $1,500 and an original issue discount of $2,650, which have been recorded as a discount. The Back-End Note bears interest at 12% per annum and matures on March 30, 2018.Pursuant to the agreement, the note is 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 days, including the day upon which a notice of conversion is received by the Company, prior to conversion. In relation to the Back-End Note, which was funded on May 1, 2017, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging n) On March 7, 2017, a lender of the Company assigned a $20,000 promissory note payable to a third-party lender. On March 8, 2017, the lender issued a $7,000 portion of the $20,000 promissory note payable to another third-party lender. 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 of $2,758 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 $2.75 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 was required. There was no difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. As a result, there was no gain or loss on extinguishment of debt recognized. The embedded conversion option was in the money and subject to recognition of debt discount from the beneficial conversion feature at issuance date. The Company recorded an additional discount of $9,758 to the note. Since the Note is due on demand, the discount was fully accreted upon issuance. At May 31, 2017, the Company owed accrued interest of $2,896. At May 31, 2017, the balance owing on the note was $7,000. o) 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 third-party 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 $2.75 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 was in the money and subject to recognition of debt discount from the beneficial conversion feature at issuance date. The Company recorded an additional discount of $7,000 to the note payable. Since the note is due on demand, the discount was fully accreted upon issuance. During the year ended May 31, 2017, the Company issued 2,545 shares of common stock pursuant to the conversion of $7,000 of principal of the notes. At May 31, 2017, the balance owing on the mote was $nil. p) On April 20, 2017, a lender of the Company assigned a $7,000 promissory note payable to a third-party lender, and the Company entered into a Debt Conversion Agreement with the third-party 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 $1.75 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 was in the money and subject to recognition of debt discount from the beneficial conversion feature at issuance date. The Company recorded an additional discount of $7,000 to the note payable. Since the note is due on demand, the discount was fully accreted upon issuance. During the year ended May 31, 2017, the Company issued 4,000 shares of common stock pursuant to the conversion of $7,000 of principal of the Notes. At May 31, 2017, the balance owing on the note was $nil. q) On May 5, 2017, a lender of the Company assigned a $7,000 promissory note payable to a third-party lender, and the Company entered into a Debt Conversion Agreement with the third-party 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 $0.69 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 was in the money and subject to recognition of debt discount from the beneficial conversion feature at issuance date. The Company recorded an additional discount of $7,000 to the note payable. Since the note is due on demand, the discount was fully accreted upon issuance. During the year ended May 31, 2017, the Company issued 3,200 shares of common stock pursuant to the conversion of $2,200 of principal of the notes. At May 31, 2017, the balance owing on the note was $4,800. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
May 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 8. Derivative Liabilities The embedded conversion options of the Company’s convertible debentures described in Note 7 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: Year Ended May 31, 2017 Balance at the beginning of the year $ – Addition of new derivative liabilities 684,152 Change in fair value of embedded conversion option (87,409 ) Balance at the end of the year $ 596,743 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% - 1.09 % 0 % 0.34-1.00 At May 31, 2017 237% - 278 % 1.08% - 1.17 % 0 % 0.45-1.00 |
Common Stock
Common Stock | 12 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock a) On November 2, 2016, the Company issued 3,120 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 11(g)). b) On November 7, 2016, the Company issued 500 shares of common stock pursuant to the conversion of $5,000 of a convertible note payable (Note 7(d)). c) On November 17, 2016, the Company issued 606 shares of common stock pursuant to the conversion of $6,054 of notes payable (Note 7(i)). d) On December 13, 2016, the Company issued 394 shares of common stock pursuant to the conversion of $3,946 of convertible notes payable (Note 7(i)). e) On December 20, 2016, the Company issued 500 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 7(d)). f) On December 27, 2016, the Company issued 1,000 shares of common stock pursuant to the conversion of $10,000 of convertible notes payable (Note 7(i)). g) On December 28, 2016, the Company issued 400 shares of common stock pursuant to the conversion of $4,000 of convertible notes payable (Note 7(d)). h) On January 9, 2017, the Company issued 800 shares of common stock pursuant to the conversion of $8,000 of convertible notes payable (Note 7(i)). i) On January 9, 2017, the Company issued 400 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 7(e)). j) On January 11, 2017, the Company issued 800 shares of common stock pursuant to the conversion of $8,000 of convertible notes payable (Note 7(i)). k) On February 7, 2017, the Company issued 214 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 7(f)). l) On February 10, 2017, the Company issued 930 shares of common stock pursuant to the conversion of $9,363 of convertible notes payable and $3,657 of accrued interest (Note 7(g)). m) On February 13, 2017, the Company issued 257 shares of common stock pursuant to the conversion of $6,000 of convertible notes payable (Note 7(f)). n) On February 15, 2017, the Company issued 900 shares of common stock pursuant to the conversion of $9,000 of convertible notes payable (Note 7(i)). o) On February 17, 2017, the Company issued 700 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 7(i)). p) On February 22, 2017, the Company issued 433 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 7(f)). q) On February 22, 2017, the Company issued 1,040 shares of common stock pursuant to the conversion of $9,246 of convertible notes payable and $218 of accrued interest (Note 7(g)). r) On February 23, 2017, the Company issued 791 shares of common stock pursuant to the conversion of $12,000 of convertible notes payable (Note 7(f)). s) 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. t) On March 6, 2017, the Company issued 1,196 shares of common stock pursuant to the conversion of $3,886 of convertible notes payable (Note 7(g)). u) On March 6, 2017 the Company issued 977 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 7(f)). v) On March 8, 2017, the Company issued 400 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 7(e)). w) On March 10, 2017, the Company issued 900 shares of common stock pursuant to the conversion of $9,000 of convertible notes payable (Note 7(j)). x) On March 10, 2017, the Company issued 1,362 shares of common stock pursuant to the conversion of $8,400 of convertible notes payable (Note 7(f)). y) On March 13, 2017, the Company issued 1,150 shares of common stock pursuant to the conversion of $11,500 of convertible notes payable (Note 7(i)). z) On March 16, 2017, the Company issued 1,435 shares of common stock pursuant to the conversion of $3,946 of convertible notes payable (Note 7(g)). aa) On March 16, 2017, the Company issued 1,492 shares of common stock pursuant to the conversion of $8,900 of convertible notes payable (Note 7(f)). bb) On March 17, 2017, the Company issued 1,399 shares of common stock pursuant to the conversion of $5,200 of convertible notes payable and $2,730 of accrued interest (Note 7(f)). cc) On March 22, 2017, the Company issued 1,006 shares of common stock pursuant to the conversion of $5,700 of convertible notes payable (Note 7(f)). dd) On March 22, 2017, the Company issued 1,710 shares of common stock pursuant to the conversion of $9,690 of convertible notes payable (Note 7(f)). ee) On March 22, 2017, the Company issued 1,708 shares of common stock pursuant to the conversion of $9,680 of convertible notes payable (Note 7(f)). ff) On March 27, 2017, the Company issued 473 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable and $1,754 of accrued interest (Note 7(f)). gg) On March 28, 2017, the Company issued 1,931 shares of common stock pursuant to the conversion of $10,942 of convertible notes payable (Note 7(f)). hh) On March 28, 2017, the Company issued 1,924 shares of common stock pursuant to the conversion of $10,900 of convertible notes payable (Note 7(f)). ii) On March 28, 2017, the Company issued 1,700 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 7(i)). jj) On March 28, 2017, the Company issued 1,930 shares of common stock pursuant to the conversion of $5,308 of convertible notes payable (Note 7(g)). kk) On April 4, 2017, the Company issued 2,325 shares of common stock pursuant to the conversion of $6,394 of convertible notes payable (Note 7(g)). ll) On April 4, 2017, the Company issued 2,221 shares of common stock pursuant to the conversion of $12,588 of convertible notes payable (Note 7(f)). mm) On April 5, 2017, the Company issued 206 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 7(f)). nn) On April 6, 2017, the Company issued 1,700 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 7(j)). oo) On April 13, 2017, the Company issued 2,545 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 7(o)). pp) On April 18, 2017, the Company issued 2,645 shares of common stock pursuant to the conversion of $7,192 of convertible notes payable and $81 of accrued interest (Note 7(g)). qq) On April 24, 2017, the Company issued 2,900 shares of common stock pursuant to the conversion of $5,075 of convertible notes payable (Note 7(p)). rr) On May 1, 2017, the Company issued 3,050 shares of common stock pursuant to the conversion of $2,201 of convertible notes payable and $86 of accrued interest (Note 7(g)). ss) On May 1, 2017, the Company issued 1,100 shares of common stock pursuant to the conversion of $1,925 of convertible notes payable (Note 7(p)). tt) On May 8, 2017, the Company issued 3,260 shares of common stock pursuant to the conversion of $2,400 of convertible notes payable and $45 of accrued interest (Note 7(g)). uu) On May 11, 2017, the Company issued 3,200 shares of common stock pursuant to the conversion of $2,200 of convertible notes payable (Note 7(q)). vv) On May 12, 2017, the Company issued 3,260 shares of common stock pursuant to the conversion of $2,004 of convertible notes payable and $34 of accrued interest (Note 7(g)). ww) On May 19, 2017, the Company issued 48,000,000 shares of common stock to the President of the Company pursuant to the conversion of 4,000,000 shares of Series C preferred stock. xx) On May 19, 2017, the Company completed a reverse stock split of the Company’s common stock on a 1-for-10,000 basis. All share and per share amounts included in these consolidated financial statements have been retroactively restated for the reverse stock split. |
Preferred Stock
Preferred Stock | 12 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Preferred Stock | 10. Preferred Stock a) On June 4, 2015, the Company filed a Certificate of 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 11(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 11(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 11(d) and (e), the Company issued 110,000 shares of the Series D convertible preferred stock to persons or companies at $0.10 per share in exchange for services. f) On September 11, 2015, the Company filed a Certificate of Amendment 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 11 (f), the Company issued 100,000 shares of the Series D convertible preferred stock to the Chief Operating Officer. Each Series D convertible preferred stock is convertible into 10 shares of the Company’s common stock. Fair value of preferred stock issued to Chief Operating Officer was $8,900 at issuance date. i) On May 18, 2017, the Company issued 4,000,000 shares of Series C preferred stock to the President of the Company to settle amounts owing to him of $4,000. Fair value of preferred stock issued was $9,600. The Company recognized a loss of $5,600 from the settlement. j) On May 19, 2017, the Company received a notice of conversion from the President of the Company, whereby 4,000,0000 shares of Series C preferred stock were converted to 48,000,000 shares of common stock. |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
May 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | 11. Contingencies and 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 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 and the President amended the Management Service Agreement. As amended, the Company agreed to pay $84,000 per year 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 amendment 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. As of May 31, 2017, the Company had issued 100,000 shares of the Company’s Series D convertible preferred stock. The executive continues to work on achieving milestones. b) On June 4, 2015, the Company entered into service agreements with four third parties. In consideration for services rendered, the Company agreed to pay an aggregate $96,000 per year and 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 agreements and the remaining 3,600,000 shares shall vest in increments upon the achievement by the Company of the milestones set forth in the agreements, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the 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. As of May 31, 2017, the Company had issued 400,000 shares of the Company’s Series D convertible preferred stock. The third parties continue to work on achieving milestones. c) On June 11, 2015, the Company entered into a Services Agreement with a third party. In consideration for services rendered, the Company agreed to pay $60,000 annual fee and 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. As of May 31, 2017, the Company had issued 50,000 shares of the Company’s Series D convertible preferred stock. The third party continues to work on achieving milestones. d) On June 11, 2015, the Company entered into Services Agreements with two third parties. In consideration for these services, the Company 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. As of May 31, 2017, the Company had issued 60,000 shares of the Company’s Series D convertible preferred stock. The third parties continue to work on achieving milestones. 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 agreed to pay $84,000 per year and commission of 3% of all gross sales and 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. As of May 31, 2017, the Company had issued 100,000 shares of the Company’s Series D convertible preferred stock. The executive continues to work on achieving milestones. |
Concentrations
Concentrations | 12 Months Ended |
May 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 12. Concentrations The Company’s revenues were concentrated among three customers for the year ended May 31, 2017, and four customers for the year ended May 31, 2016: Customer Revenue for the Year Ended May 31, 2017 Revenue for the Year Ended May 31, 2016 1 47 % 40 % 2 14 % 20 % 3 10 % 14 % 4 * 11 % The Company’s receivables were concentrated among two customers as at May 31, 2017, and four customers as at May 31, 2016: Customer Receivables as at May 31, 2017 Receivables as at May 31, 2016 1 67 % 37 % 2 11 % 35 % 3 * 35 % 4 * 16 % * not greater than 10% |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The potential benefit of net operating losses have not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense for the years ended May 31, 2017 and 2016. At May 31, 2017, approximately $2.5 million of federal and state net operating losses were available to the Company to offset future taxable income, which will expire commencing in 2032. Given the short history of the Company and the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. The items accounting for the difference between income taxes computed at the statutory rate and the provision for income taxes consist of the following: Year Ended May 31, 2017 Year Ended May 31, 2016 Computed income tax benefit at statutory tax rate 35 % 35 % Changes in allowance on deferred tax assets (35 )% (35 )% Total income tax expense - - |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events a) Issuances of notes payable From June to August 2017, the Company issued promissory notes to unaffiliated lenders for the aggregate principal amount of $47,500. The notes bear interest at 8% per annum and mature the first year anniversary of the date of issuance. The notes are convertible into shares of common stock at a conversion price to be mutually finalized within 48 hours of the conversion request. b) Issuance of convertible notes payable On July 26, 2017, the Company entered a Securities Purchase Agreement whereas the Company agreed to issue three Convertible Redeemable Back End Notes for an aggregate of $87,450. The principal amount and any interest thereon are due on July 26, 2017. The notes bear interest at 12% per annum and contain a 10% original issue discount, such that each note is $29,150. On July 26, 2017, in consideration for the first note, the Company received cash proceeds of $25,000. The proceeds for the two remaining notes will be funded on April 26, 2018 and May 26, 2018. The closing of the two remaining 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. Pursuant to the agreements, the 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. During the first six months that the first note is in effect, the Company may redeem the first note at 140% of the par value plus accrued interest. The notes may not be prepaid except if the first note is redeemed by the Company. c) Conversions of convertible notes payable From June to August 2017, the Company issued 278,958 shares of common stock to convert $75,604 of convertible notes payable in aggregate. d) Conversions of Series A Convertible Preferred Stock From July to August 2017, the Company issued 1,785,000 shares of common stock pursuant conversions of 89,250 shares of Series A Convertible Preferred Stock. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | a) Basis of Presentation and Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eco-logical Concepts, Inc., a company incorporated in the State of Delaware. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is May 31. |
Use of Estimates | b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | c) Cash The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | d) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount billed to customers and are ordinarily due upon receipt. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future. At May 31, 2017 and 2016, the Company’s accounts receivable are offset by a provision for doubtful accounts of $379 and $1,338, respectively. |
Inventories | e) Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. At May 31, 2017 and 2016, the Company does not need a reserve for any obsolescence due to the current nature of the inventory items. Inventory consisted of water purification tablets and ingredients required to manufacture water purification tablets. |
Shipping and Handling Costs | f) Shipping and Handling Costs The Company expenses shipping and handling costs as incurred and includes in general and administrative expenses. Such costs totaled approximately $972 and $15 for the years ended May 31, 2017 and 2016, respectively. |
Fair Value of Financial Instruments | g) Fair Value of Financial Instruments The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets. Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, due to related parties, loans payable, convertible notes payable, and derivative liabilities. There were no transfers into or out of “Level 3” during the years ended May 31, 2017 and 2016. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Embedded Conversion Features | h) Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Debt with Conversion and Other Options |
Derivative Financial Instruments | i) Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible debentures, stock purchase warrants and stock options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income (loss). For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Beneficial Conversion Feature | j) Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a Beneficial Conversion Feature (the “BCF”) and related debt discount. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Debt Issue Costs and Debt Discount | k) Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Revenue Recognition | l) Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured which is typically when title transfers upon shipment. |
Stock-Based Compensation | m) Stock-Based Compensation The measurement and recognition of compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options. The Company estimates the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in income (loss) over the requisite service period. Options granted to consultants are valued at the fair value of the equity instruments issued, or the fair value of the services received, whichever is more reliably measureable. |
Income Taxes | n) Income Taxes The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Earnings (Loss) Per Share | o) Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the year. The calculation of basic earnings (loss) per share excludes any dilutive effects of options, warrants and other stock-based compensation, which are included in diluted earnings per share. When a company is in a loss situation, all outstanding dilutive shares are excluded from the calculation of diluted earnings because their inclusion would be antidilutive; and the basic and fully diluted common shares outstanding are stated to be the same. At May 31, 2017, the Company had approximately 95,821,000 potential dilutive shares outstanding. |
Recent Accounting Pronouncements | p) Recent Accounting Pronouncements In May 2014, the FASB issued guidance that requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. It also requires enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple-element arrangements. The guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. In July 2015, the FASB delayed the effective date of this guidance by one year. The guidance is now effective for public companies for annual periods beginning after December 15, 2017, as well as interim periods within those annual periods using either the full retrospective approach or modified retrospective approach. The Company is currently evaluating the impacts of the new guidance on its consolidated financial statements. In February 2016, Topic 842, Leases Leases In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
May 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | Inventory consists of the following: May 31, 2017 May 31, 2016 Raw Materials $ 22 $ 1,353 Finished Goods 3,187 2,213 Packaging Supplies 47 1,603 Total $ 3,256 $ 5,169 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: May 31, 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 on February 12, 2014. 8,000 8,000 c) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At May 31, 2017 and 2016, the Company owed accrued interest of $5,378 and $6,274, respectively. 13,000 (i) 20,000 d) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due from May 2015 to August 2015. At May 31, 2017 and 2016, the Company owed accrued interest of $21,948 and $27,848, respectively. 65,000 (ii) 170,000 * e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due on August 26, 2015. At May 31, 2017 and 2016, the Company owed accrued interest of $593 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 on March 16, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $nil and $1,465, respectively. – (iii) 15,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due on August 19, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $nil and $5, respectively – 1,229 h) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. $12,000 and $20,000 of the notes were due in May and October 2016, respectively. $14,000 of the notes is due on March 16, 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $4,422 and $1,514, respectively. 46,000 32,000 i) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on July 15, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $235 and $176, respectively. 1,300 4,700 j) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 1, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $133 and $33, respectively. 1,000 1,000 k) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 12, 2016. At May 31, 2017 and 2016, the Company owed accrued interest of $156 and $36, respectively. 1,200 1,200 l) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes is due from November 2017 to April 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $1,249 and $nil, respectively. 42,750 – m) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The note is due on January 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $146 and $nil, respectively. 5,000 – n) Notes payable which are unsecured, non-guaranteed, and non-interest bearing. The notes are due on demand. 98,388 (iv) – o) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on May 8, 2018. At May 31, 2017 and 2016, the Company owed accrued interest of $55 and $nil, respectively. 11,000 – $ 300,666 $ 261,157 i) On March 7, 2017, the lender assigned a total of $20,000 of promissory notes payable to a third-party lender in which $7,000 became a convertible debt (Note 7(n)). ii) 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 7(i)). iii) On December 8, 2016, the lender assigned a total of $15,000 of promissory notes payable and $2,349 of accrued interest to a third-party lender (Note 7(j)). iv) During the year ended May 31, 2017, the lender assigned a total of $21,000 of promissory notes payable and to a third-party lender (Notes 7(o)), (p), and (q)). |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
May 31, 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: Year Ended May 31, 2017 Balance at the beginning of the year $ – Addition of new derivative liabilities 684,152 Change in fair value of embedded conversion option (87,409 ) Balance at the end of the year $ 596,743 |
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% - 1.09 % 0 % 0.34-1.00 At May 31, 2017 237% - 278 % 1.08% - 1.17 % 0 % 0.45-1.00 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
May 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Companies Revenues and Receivables | The Company’s revenues were concentrated among three customers for the year ended May 31, 2017, and four customers for the year ended May 31, 2016: Customer Revenue for the Year Ended May 31, 2017 Revenue for the Year Ended May 31, 2016 1 47 % 40 % 2 14 % 20 % 3 10 % 14 % 4 * 11 % The Company’s receivables were concentrated among two customers as at May 31, 2017, and four customers as at May 31, 2016: Customer Receivables as at May 31, 2017 Receivables as at May 31, 2016 1 67 % 37 % 2 11 % 35 % 3 * 35 % 4 * 16 % * not greater than 10% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The items accounting for the difference between income taxes computed at the statutory rate and the provision for income taxes consist of the following: Year Ended May 31, 2017 Year Ended May 31, 2016 Computed income tax benefit at statutory tax rate 35 % 35 % Changes in allowance on deferred tax assets (35 )% (35 )% Total income tax expense - - |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | May 31, 2017 | May 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ 2,563,361 | $ 940,050 |
Working capital deficit | $ 1,739,953 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Provision for doubtful accounts | $ 379 | $ 1,338 |
Shipping and handling cost | $ 972 | $ 15 |
Potential dilutive shares | 95,821,000 |
Inventory - Summary of Componen
Inventory - Summary of Components of Inventory (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 22 | $ 1,353 |
Finished Goods | 3,187 | 2,213 |
Packaging Supplies | 47 | 1,603 |
Total | $ 3,256 | $ 5,169 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 18, 2017 | May 31, 2017 | May 31, 2016 |
Value of common stock shares issued for services | $ 243,360 | ||
Value of common stock shares issued to settle amounts owing | $ 25,000 | ||
Loss from settlement of due to related parties | (5,600) | ||
President [Member] | |||
Management services fees | 305,360 | 41,200 | |
Rent fees | 5,250 | ||
Indebtedness | 83,098 | 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 | 3,120 | ||
Shares issued price per share | $ 78 | ||
President [Member] | Series C Preferred Stock [Member] | |||
Number of common stock shares issued to settle amounts owing | 4,000,000 | ||
Value of common stock shares issued to settle amounts owing | $ 9,600 | ||
Settlement amount | 4,000 | ||
Loss from settlement of due to related parties | $ 5,600 | ||
Chief Operating Officer [Member] | |||
Management services fees | $ 57,900 | ||
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 (Details Narrativ
Notes Payable (Details Narrative) | May 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
Notes payable | $ 124,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | May 31, 2017 | May 31, 2016 | |
Notes payable | $ 300,666 | $ 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 | 13,000 | [1] | 20,000 |
Notes Payable Four [Member] | |||
Notes payable | 65,000 | [2] | 170,000 |
Notes Payable Five [Member] | |||
Notes payable | 2,500 | 2,500 | |
Notes Payable Six [Member] | |||
Notes payable | [3] | 15,000 | |
Notes Payable Seven [Member] | |||
Notes payable | 1,229 | ||
Notes Payable Eight [Member] | |||
Notes payable | 46,000 | 32,000 | |
Notes Payable Nine [Member] | |||
Notes payable | 1,300 | 4,700 | |
Notes Payable Ten [Member] | |||
Notes payable | 1,000 | 1,000 | |
Notes Payable Eleven [Member] | |||
Notes payable | 1,200 | 1,200 | |
Notes Payable Twelve [Member] | |||
Notes payable | 42,750 | ||
Notes Payable Thirteen [Member] | |||
Notes payable | 5,000 | ||
Notes Payable Fourteen [Member] | |||
Notes payable | 98,388 | [4] | |
Notes Payable Fifteen [Member] | |||
Notes payable | $ 11,000 | ||
[1] | On March 7, 2017, the lender assigned a total of $20,000 of promissory notes payable to a third-party lender (Note 7(n)). | ||
[2] | 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 7(i)). | ||
[3] | On December 8, 2016, the lender assigned a total of $15,000 of promissory notes payable and $2,349 of accrued interest to a third-party lender (Note 7(j)). | ||
[4] | During the year ended May 31, 2017, the lender assigned a total of $21,000 of promissory notes payable and to a third-party lender (Notes 7(o)), (p), and (q)). |
Notes Payable - Schedule of N33
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | May 09, 2014 | May 31, 2017 | May 31, 2016 | Mar. 07, 2017 | Dec. 08, 2016 | Oct. 31, 2016 | Oct. 11, 2016 |
Note maturity date | Dec. 31, 2015 | ||||||
Notes payable, interest rate, stated per share | 8.00% | ||||||
Notes payable | $ 124,000 | ||||||
Maximum aggregate principal amount of Promissory Notes | $ 500,000 | ||||||
Third Party Lenders [Member] | |||||||
Accrued interest | $ 2,349 | ||||||
Value of assigned promissory notes payable | $ 21,000 | $ 20,000 | $ 15,000 | ||||
Convertible debt | $ 7,000 | ||||||
Two Third Party Lenders [Member] | |||||||
Value of assigned promissory notes payable | $ 75,000 | ||||||
Notes Payable Two [Member] | |||||||
Note maturity date | Feb. 12, 2014 | Feb. 12, 2014 | |||||
Notes Payable Three [Member] | |||||||
Note payable due term | 60 days | 60 days | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 5,378 | $ 6,274 | |||||
Notes Payable Four [Member] | |||||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 21,948 | $ 27,848 | |||||
Notes Payable Four [Member] | Minimum [Member] | |||||||
Note maturity date | May 31, 2015 | May 31, 2015 | |||||
Notes Payable Four [Member] | Maximum [Member] | |||||||
Note maturity date | Aug. 31, 2015 | Aug. 31, 2015 | |||||
Notes Payable Five [Member] | |||||||
Note maturity date | Aug. 26, 2015 | Aug. 26, 2015 | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 593 | $ 364 | |||||
Notes Payable Six [Member] | |||||||
Note maturity date | Mar. 16, 2016 | Mar. 16, 2016 | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 1,465 | ||||||
Notes Payable Seven [Member] | |||||||
Note maturity date | Aug. 19, 2016 | Aug. 19, 2016 | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 5 | ||||||
Notes Payable Eight [Member] | |||||||
Note maturity date | Mar. 16, 2018 | Mar. 16, 2018 | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Notes payable | $ 14,000 | $ 12,000 | $ 20,000 | ||||
Accrued interest | $ 4,422 | $ 1,514 | |||||
Notes Payable Nine [Member] | |||||||
Note maturity date | Jul. 15, 2016 | Jul. 15, 2016 | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 235 | $ 176 | |||||
Notes Payable Ten [Member] | |||||||
Note maturity date | Aug. 1, 2016 | Aug. 1, 2016 | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 133 | $ 33 | |||||
Notes Payable Eleven [Member] | |||||||
Note maturity date | Aug. 12, 2016 | Aug. 12, 2016 | |||||
Notes payable, interest rate, stated per share | 10.00% | 10.00% | |||||
Accrued interest | $ 156 | $ 36 | |||||
Notes Payable Twelve [Member] | |||||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 1,249 | ||||||
Notes Payable Twelve [Member] | Minimum [Member] | |||||||
Note maturity date | Nov. 30, 2017 | Apr. 30, 2018 | |||||
Notes Payable Twelve [Member] | Maximum [Member] | |||||||
Note maturity date | Nov. 30, 2017 | Apr. 30, 2018 | |||||
Notes Payable Thirteen [Member] | |||||||
Note maturity date | Jan. 31, 2018 | Jan. 31, 2018 | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 146 | ||||||
Notes Payable Fifteen [Member] | |||||||
Note maturity date | May 8, 2018 | May 8, 2018 | |||||
Notes payable, interest rate, stated per share | 8.00% | 8.00% | |||||
Accrued interest | $ 55 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | May 05, 2017 | May 02, 2017 | Apr. 30, 2017 | Apr. 20, 2017 | Apr. 04, 2017 | Mar. 30, 2017 | Mar. 07, 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 | May 09, 2014 | Dec. 28, 2011 | Dec. 22, 2011 | May 31, 2017 | Apr. 05, 2017 | Mar. 31, 2017 | Mar. 20, 2017 | Mar. 17, 2017 | Mar. 08, 2017 | Feb. 28, 2017 | Oct. 11, 2016 | May 31, 2016 |
Fair value of conversion feature | $ 138,111 | ||||||||||||||||||||||||||
Debt due date | Dec. 31, 2015 | ||||||||||||||||||||||||||
Two Third Party Lenders [Member] | |||||||||||||||||||||||||||
Value of assigned promissory notes payable | $ 75,000 | ||||||||||||||||||||||||||
Third Party Lenders [Member] | |||||||||||||||||||||||||||
Value of assigned promissory notes payable | $ 20,000 | $ 15,000 | 21,000 | ||||||||||||||||||||||||
Convertible Promissory Note Agreement [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 56,750 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 12.00% | ||||||||||||||||||||||||||
Accrued interest | 130 | ||||||||||||||||||||||||||
Convertible notes payable | $ 5,267 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 21,071 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 51,484 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Additional interest expense | $ 29,631 | ||||||||||||||||||||||||||
Accretion amount | 5,267 | ||||||||||||||||||||||||||
Interest expense, debt | 4,577 | ||||||||||||||||||||||||||
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 | $ 2.75 | |||||||||||||||||||||||||
Accrued interest | 19,994 | ||||||||||||||||||||||||||
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 | 2,178 | $ 1,778 | |||||||||||||||||||||||||
Convertible notes payable | 4,000 | 4,000 | |||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 10,000 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 10.00% | ||||||||||||||||||||||||||
Note due term | 60 days | ||||||||||||||||||||||||||
Conversion price per share | $ 0.01 | ||||||||||||||||||||||||||
Accrued interest | 484 | 367 | |||||||||||||||||||||||||
Convertible notes payable | 1,177 | 1,177 | |||||||||||||||||||||||||
Shares issued upon conversion of debt | 3,000,000 | ||||||||||||||||||||||||||
Condition on conversion of debt to common stock | In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock of the Companys subsidiary 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 | 543 | 443 | |||||||||||||||||||||||||
Convertible notes payable | 1,000 | 1,000 | |||||||||||||||||||||||||
Convertible Notes Payable Four [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 14,000 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 8.00% | ||||||||||||||||||||||||||
Note due term | 1 year | ||||||||||||||||||||||||||
Accrued interest | 883 | 304 | |||||||||||||||||||||||||
Convertible notes payable | 14,000 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 1,400 | ||||||||||||||||||||||||||
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 | 627 | 40 | |||||||||||||||||||||||||
Convertible notes payable | $ 10,000 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 800 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 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 | ||||||||||||||||||||||||||
Back-End Note [Member] | |||||||||||||||||||||||||||
Accrued interest | 4,484 | ||||||||||||||||||||||||||
Convertible notes payable | |||||||||||||||||||||||||||
Shares issued upon conversion of debt | 10,705 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 60,500 | ||||||||||||||||||||||||||
Financing cost | $ 3,000 | ||||||||||||||||||||||||||
Original issue discount | $ 5,500 | ||||||||||||||||||||||||||
Fair value of conversion feature | 146,969 | ||||||||||||||||||||||||||
Additional discount on notes payable | 52,000 | ||||||||||||||||||||||||||
Additional interest expense | 94,969 | ||||||||||||||||||||||||||
Accretion amount | 60,500 | ||||||||||||||||||||||||||
Increasing the carrying the value of note | 60,500 | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Convertible notes payable | |||||||||||||||||||||||||||
Shares issued upon conversion of debt | 7,399 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 60,500 | ||||||||||||||||||||||||||
Conversion price percentage | 50.00% | ||||||||||||||||||||||||||
Fair value of conversion feature | 89,744 | ||||||||||||||||||||||||||
Additional discount on notes payable | 52,000 | ||||||||||||||||||||||||||
Additional interest expense | 37,744 | ||||||||||||||||||||||||||
Accretion amount | 60,500 | ||||||||||||||||||||||||||
Increasing the carrying the value of note | 60,500 | ||||||||||||||||||||||||||
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 | 612 | ||||||||||||||||||||||||||
Convertible notes payable | 10,000 | ||||||||||||||||||||||||||
One Notes [Member] | Debt Conversion Agreements [Member] | |||||||||||||||||||||||||||
Convertible notes payable | 6,825 | ||||||||||||||||||||||||||
Two Notes [Member] | Debt Conversion Agreements [Member] | |||||||||||||||||||||||||||
Convertible notes payable | $ 6,825 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 8,050 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 68,175 | ||||||||||||||||||||||||||
Convertible Notes Payable Seven [Member] | Two Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 15,000 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 8.00% | ||||||||||||||||||||||||||
Conversion price per share | $ 10 | $ 2.75 | |||||||||||||||||||||||||
Accrued interest | $ 2,349 | 2,529 | |||||||||||||||||||||||||
Convertible notes payable | $ 1,325 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 2,600 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 13,675 | ||||||||||||||||||||||||||
Additional discount on notes payable | 17,349 | ||||||||||||||||||||||||||
Value of assigned promissory notes payable | $ 1,325 | ||||||||||||||||||||||||||
Convertible Notes Payable Eight [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 120,000 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 8.00% | ||||||||||||||||||||||||||
Conversion price per share | $ 30 | ||||||||||||||||||||||||||
Accrued interest | 1,052 | ||||||||||||||||||||||||||
Convertible notes payable | $ 102,000 | 12,544 | |||||||||||||||||||||||||
Convertible note payable purchase amount | $ 120,000 | ||||||||||||||||||||||||||
Debt discount percentage | 10.00% | ||||||||||||||||||||||||||
Conversion price percentage | 50.00% | ||||||||||||||||||||||||||
Original issue discount | $ 18,000 | ||||||||||||||||||||||||||
Accretion amount | 12,544 | ||||||||||||||||||||||||||
Increasing the carrying the value of note | $ 10,000 | ||||||||||||||||||||||||||
Additional convertible notes payable | 10,000 | ||||||||||||||||||||||||||
Increased principal amount and debt discount | 10,000 | ||||||||||||||||||||||||||
Additional derivative liabilities and interest expense | $ 22,776 | ||||||||||||||||||||||||||
Convertible Notes Payable Eight [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 | ||||||||||||||||||||||||||
Additional interest expense | $ 61,615 | ||||||||||||||||||||||||||
Convertible Notes Payable Eight [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Additional conversion price per share | $ 10 | $ 10 | |||||||||||||||||||||||||
Convertible Notes Payable Nine [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 59,500 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 8.00% | ||||||||||||||||||||||||||
Accrued interest | 1,435 | ||||||||||||||||||||||||||
Convertible notes payable | $ 52,000 | 18,605 | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Additional interest expense | $ 50,335 | ||||||||||||||||||||||||||
Accretion amount | 18,605 | ||||||||||||||||||||||||||
Debt conversion, original debt, due date of debt | Nov. 10, 2017 | ||||||||||||||||||||||||||
Increased principal amount and debt discount | $ 10,000 | ||||||||||||||||||||||||||
Additional derivative liabilities and interest expense | $ 22,207 | ||||||||||||||||||||||||||
Convertible Notes Payable Nine [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Notes bear interest rate, per annum | 18.00% | ||||||||||||||||||||||||||
Conversion price per share | $ 0.003 | ||||||||||||||||||||||||||
Additional conversion price per share | $ 10 | $ 10 | |||||||||||||||||||||||||
Additional convertible notes payable | $ 10,000 | ||||||||||||||||||||||||||
Nine Convertible Redeemable Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 285,450 | ||||||||||||||||||||||||||
Notes bear interest rate, per annum | 12.00% | ||||||||||||||||||||||||||
Accrued interest | 1,065 | ||||||||||||||||||||||||||
Convertible notes payable | 7,610 | ||||||||||||||||||||||||||
Debt discount percentage | 10.00% | ||||||||||||||||||||||||||
Conversion price percentage | 50.00% | ||||||||||||||||||||||||||
Original issue discount | $ 4,750 | ||||||||||||||||||||||||||
Fair value of conversion feature | 81,812 | ||||||||||||||||||||||||||
Additional discount on notes payable | 45,000 | ||||||||||||||||||||||||||
Loss on change in fair value of derivative liability | $ 36,812 | ||||||||||||||||||||||||||
Accretion amount | 7,610 | ||||||||||||||||||||||||||
Debt due date | Mar. 30, 2017 | ||||||||||||||||||||||||||
Purchase price of debt | $ 47,500 | ||||||||||||||||||||||||||
Financing costs | 2,500 | ||||||||||||||||||||||||||
Nine Convertible Redeemable Notes [Member] | Securities Purchase Agreement [Member] | First Note [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | 52,250 | ||||||||||||||||||||||||||
Nine Convertible Redeemable Notes [Member] | Securities Purchase Agreement [Member] | Eight Note [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 29,150 | ||||||||||||||||||||||||||
Back End Notes [Member] | |||||||||||||||||||||||||||
Bid price per share | $ 10 | ||||||||||||||||||||||||||
Back End Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Purchase price of debt | $ 26,500 | ||||||||||||||||||||||||||
Payments of debt | 29,150 | ||||||||||||||||||||||||||
First Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Purchase price of debt | $ 47,500 | ||||||||||||||||||||||||||
First Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||
Conversion price percentage | 50.00% | ||||||||||||||||||||||||||
Debt percentage | 140.00% | ||||||||||||||||||||||||||
First Back End Notes [Member] | |||||||||||||||||||||||||||
Notes bear interest rate, per annum | 12.00% | ||||||||||||||||||||||||||
Financing cost | $ 1,500 | ||||||||||||||||||||||||||
Original issue discount | $ 2,650 | ||||||||||||||||||||||||||
Debt due date | Mar. 30, 2018 | ||||||||||||||||||||||||||
Back-End Note One [Member] | |||||||||||||||||||||||||||
Accrued interest | 288 | ||||||||||||||||||||||||||
Convertible notes payable | 5,984 | ||||||||||||||||||||||||||
Fair value of conversion feature | 52,063 | ||||||||||||||||||||||||||
Additional discount on notes payable | 25,000 | ||||||||||||||||||||||||||
Loss on change in fair value of derivative liability | 27,063 | ||||||||||||||||||||||||||
Accretion amount | $ 5,984 | ||||||||||||||||||||||||||
Convertible Notes Payable Eleven [Member] | Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 | $ 20,000 | |||||||||||||||||||||||||
Notes bear interest rate, per annum | 10.00% | ||||||||||||||||||||||||||
Conversion price per share | $ 2.75 | $ 2.75 | |||||||||||||||||||||||||
Accrued interest | $ 2,758 | ||||||||||||||||||||||||||
Convertible notes payable | $ 7,000 | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 2,545 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 7,000 | ||||||||||||||||||||||||||
Additional discount on notes payable | $ 7,000 | $ 9,758 | |||||||||||||||||||||||||
Debt conversion of convertible note | $ 7,000 | ||||||||||||||||||||||||||
Value of assigned promissory notes payable | |||||||||||||||||||||||||||
Convertible Notes Payable Eleven [Member] | Third Party Lenders One [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 | ||||||||||||||||||||||||||
Accrued interest | 2,896 | ||||||||||||||||||||||||||
Convertible notes payable | 7,000 | $ 20,000 | |||||||||||||||||||||||||
Convertible Notes Payable Eleven [Member] | Debt Conversion Agreements [Member] | Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 | ||||||||||||||||||||||||||
Convertible Notes Payable Twelve [Member] | Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 1.75 | ||||||||||||||||||||||||||
Convertible notes payable | |||||||||||||||||||||||||||
Shares issued upon conversion of debt | 4,000 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 7,000 | ||||||||||||||||||||||||||
Additional discount on notes payable | $ 7,000 | ||||||||||||||||||||||||||
Debt conversion of convertible note | 7,000 | ||||||||||||||||||||||||||
Value of assigned promissory notes payable | |||||||||||||||||||||||||||
Convertible Notes Payable Twelve [Member] | Debt Conversion Agreements [Member] | Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 | ||||||||||||||||||||||||||
Convertible Notes Payable Thirteen [Member] | Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.69 | ||||||||||||||||||||||||||
Convertible notes payable | |||||||||||||||||||||||||||
Shares issued upon conversion of debt | 3,200 | ||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 2,200 | ||||||||||||||||||||||||||
Additional discount on notes payable | $ 7,000 | ||||||||||||||||||||||||||
Value of assigned promissory notes payable | |||||||||||||||||||||||||||
Payments of debt | $ 4,800 | ||||||||||||||||||||||||||
Convertible Notes Payable Thirteen [Member] | Debt Conversion Agreements [Member] | Third Party Lenders [Member] | |||||||||||||||||||||||||||
Convertible promissory note, aggregate amount | $ 7,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities at Fair Value (Details) | 12 Months Ended |
May 31, 2017USD ($) | |
Balance at the beginning of the period | |
Balance at the end of the period | 596,743 |
Fair Value, Inputs, Level 3 [Member] | |
Balance at the beginning of the period | |
Addition of new derivative liabilities | 684,152 |
Change in fair value of embedded conversion option | (87,409) |
Balance at the end of the period | $ 596,743 |
Derivative Liabilities - Sche36
Derivative Liabilities - Schedule of Fair Value Measurement Assumptions (Details) | 12 Months Ended |
May 31, 2017 | |
Expected Dividend Yield | 0.00% |
Minimum [Member] | |
Expected Volatility | 237.00% |
Risk-free Interest Rate | 1.08% |
Expected Life (in years) | 5 months 12 days |
Maximum [Member] | |
Expected Volatility | 278.00% |
Risk-free Interest Rate | 1.17% |
Expected Life (in years) | 1 year |
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) | 4 months 2 days |
At Issuance [Member] | Maximum [Member] | |
Expected Volatility | 232.00% |
Risk-free Interest Rate | 1.09% |
Expected Life (in years) | 1 year |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | May 19, 2017 | May 12, 2017 | May 11, 2017 | May 08, 2017 | May 02, 2017 | Apr. 24, 2017 | Apr. 18, 2017 | Apr. 13, 2017 | Apr. 06, 2017 | Apr. 05, 2017 | Apr. 04, 2017 | Mar. 28, 2017 | Mar. 27, 2017 | Mar. 22, 2017 | Mar. 17, 2017 | Mar. 16, 2017 | Mar. 13, 2017 | Mar. 10, 2017 | Mar. 08, 2017 | Mar. 06, 2017 | Mar. 06, 2017 | Feb. 23, 2017 | Feb. 22, 2017 | Feb. 17, 2017 | Feb. 15, 2017 | Feb. 13, 2017 | Feb. 10, 2017 | Feb. 07, 2017 | Jan. 11, 2017 | Jan. 09, 2017 | Dec. 28, 2016 | Dec. 27, 2016 | Dec. 20, 2016 | Dec. 13, 2016 | Nov. 17, 2016 | Nov. 07, 2016 | Nov. 02, 2016 | May 31, 2017 | May 31, 2016 |
Value of common stock issued for services | $ 243,360 | ||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,950,000,000 | 1,950,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 3,260 | 3,200 | 3,260 | 3,050 | 2,900 | 2,645 | 2,545 | 1,700 | 206 | 2,325 | 1,931 | 1,006 | 1,399 | 1,435 | 1,150 | 900 | 400 | 1,196 | 791 | 433 | 700 | 900 | 257 | 930 | 214 | 800 | 800 | 400 | 1,000 | 500 | 394 | 606 | 500 | ||||||
Value of shares issued upon conversion of debt | $ 2,004 | $ 2,200 | $ 2,400 | $ 2,201 | $ 5,075 | $ 7,192 | $ 7,000 | $ 4,675 | $ 1,000 | $ 6,394 | $ 10,942 | $ 5,700 | $ 5,200 | $ 3,946 | $ 11,500 | $ 9,000 | $ 5,000 | $ 3,886 | $ 12,000 | $ 7,000 | $ 7,000 | $ 9,000 | $ 6,000 | $ 9,363 | $ 5,000 | $ 8,000 | $ 8,000 | $ 4,000 | $ 10,000 | $ 5,000 | $ 3,946 | $ 6,054 | $ 5,000 | ||||||
Accrued interest | $ 34 | $ 45 | $ 86 | $ 81 | $ 2,730 | $ 3,657 | |||||||||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, voting rights | 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 Companys outstanding Series B Preferred Stock having 80% majority voting control. | ||||||||||||||||||||||||||||||||||||||
Reverse stock split | 1-for-10,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,950,000,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 400 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Amended and Restated Management Services Agreement [Member] | President [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock, shares issued for services | 3,120 | ||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ 243,360 | ||||||||||||||||||||||||||||||||||||||
Common Stock Two [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 1,100 | 2,221 | 1,924 | 1,710 | 1,492 | 1,362 | 977 | 1,040 | |||||||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 1,925 | $ 12,588 | $ 10,900 | $ 9,690 | $ 8,900 | $ 8,400 | $ 7,000 | $ 9,246 | |||||||||||||||||||||||||||||||
Accrued interest | $ 218 | ||||||||||||||||||||||||||||||||||||||
Common Stock Three [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 1,700 | 473 | 1,708 | ||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 4,675 | $ 1,000 | $ 9,680 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,754 | ||||||||||||||||||||||||||||||||||||||
Common Stock Four [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 1,930 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 5,308 | ||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion | 48,000,000 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion of debt | $ 4,000,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | May 19, 2017 | May 18, 2017 | Nov. 02, 2016 | Sep. 11, 2015 | Jun. 11, 2015 | Jun. 04, 2015 | Jun. 04, 2015 | May 31, 2017 | May 31, 2016 |
Value of common stock shares issued for services | $ 243,360 | ||||||||
Value of common stock shares issued to settle amounts owing | $ 25,000 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Number of common stock, shares issued for services | |||||||||
Value of common stock shares issued for services | |||||||||
Number of common stock shares issued to settle amounts owing | |||||||||
Value of common stock shares issued to settle amounts owing | |||||||||
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% | ||||||||
Fair value of preferred stock issued | 71 | $ 61 | |||||||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | |||||||||
Number of common stock, shares issued for services | 400,000 | ||||||||
Per share price | $ 0.10 | $ 0.10 | |||||||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | |||||||||
Number of common stock, shares issued for services | 110,000 | ||||||||
Per share price | $ 0.10 | ||||||||
Fair value of preferred stock issued | $ 50,000 | ||||||||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | President [Member] | |||||||||
Number of common stock, shares issued for services | 100,000 | ||||||||
Per share price | $ 0.10 | $ 0.10 | |||||||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | Chief Operating Officer [Member] | |||||||||
Number of common stock, shares issued for services | 100,000 | ||||||||
Per share price | $ 0.089 | ||||||||
Fair value of preferred stock issued | $ 8,900 | ||||||||
Series D Convertible Preferred Stock [Member] | Management Services Agreement [Member] | Chief Operating Officer [Member] | Series D Preferred Stock [Member] | |||||||||
Conversion of stock, shares converted | 10 | ||||||||
Series A Redeemable and Convertible Preferred Stock [Member] | |||||||||
Per share price | $ 0.40 | ||||||||
Series A Redeemable and Convertible Preferred Stock [Member] | Stock Purchase Agreement [Member] | |||||||||
Number of common stock, shares issued for services | 125,000 | ||||||||
Per share price | $ 0.20 | ||||||||
Value of common stock shares issued for services | $ 25,000 | ||||||||
Series C Preferred Stock [Member] | President [Member] | |||||||||
Common stock issuable conversion of preferred stock description | Company received a notice of conversion from the President of the Company, whereby 4,000,0000 shares of Series C preferred stock were converted to 48,000,000 shares of common stock. | ||||||||
Fair value of preferred stock issued | $ 9,600 | ||||||||
Settlement on loss | $ 5,600 | ||||||||
Number of common stock shares issued to settle amounts owing | 4,000,000 | ||||||||
Value of common stock shares issued to settle amounts owing | $ 9,600 | ||||||||
Conversion of stock, shares converted | 40,000,000 | ||||||||
Common Stock [Member] | President [Member] | |||||||||
Conversion of stock, shares converted | 48,000,000 |
Contingencies and Commitments (
Contingencies and Commitments (Details Narrative) - USD ($) | Nov. 02, 2016 | Nov. 02, 2016 | Nov. 02, 2016 | Jun. 11, 2015 | Jun. 04, 2015 | May 31, 2017 | May 31, 2016 |
Series D ConvertiblePreferred Stock [Member] | |||||||
Fair value of preferred stock issued | $ 71 | $ 61 | |||||
Management Services Agreement [Member] | Series D ConvertiblePreferred Stock [Member] | |||||||
Fair value of preferred stock issued | 100,000 | ||||||
Management Services Agreement [Member] | Series D ConvertiblePreferred Stock [Member] | |||||||
Fair value of preferred stock issued | 50,000 | ||||||
Management Services Agreement [Member] | Series D ConvertiblePreferred Stock [Member] | Chief Operating Officer [Member] | |||||||
Fair value of preferred stock issued | 60,000 | ||||||
Management Services Agreement [Member] | President [Member] | |||||||
Due to officer | $ 31,200 | ||||||
Management Services Agreement [Member] | President [Member] | Series D ConvertiblePreferred 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 ConvertiblePreferred 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 ConvertiblePreferred 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 | ||||
Commission on gross sales, percent | 3.00% | ||||||
Management Services Agreement [Member] | Chief Operating Officer [Member] | Series D ConvertiblePreferred 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 | ||||||
Fair value of preferred stock issued | $ 8,900 | $ 8,900 | 8,900 | ||||
Management Services Agreement [Member] | Series D ConvertiblePreferred Stock [Member] | |||||||
Fair value of preferred stock issued | 100,000 | ||||||
Management Services Agreement [Member] | President, CEO, Secretary and Treasurer [Member] | |||||||
Due to officer | 84,000 | 84,000 | 84,000 | ||||
Signing bonus | $ 31,200 | $ 31,200 | $ 31,200 | ||||
Debt conversion price per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Management Services Agreement [Member] | President, CEO, Secretary and Treasurer [Member] | Series D ConvertiblePreferred Stock [Member] | |||||||
Issue an aggregate of shares | 900,000 | ||||||
Management Services Agreement [Member] | Unrelated Third Party [Member] | |||||||
Due to officer | $ 60,000 | ||||||
Services Agreement [Member] | Series D ConvertiblePreferred Stock [Member] | |||||||
Fair value of preferred stock issued | $ 400,000 | ||||||
Services Agreement [Member] | Unrelated Third Party [Member] | |||||||
Due to officer | $ 96,000 | ||||||
Services Agreement [Member] | Unrelated Third Party [Member] | Series D ConvertiblePreferred 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 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customers | May 31, 2017 | May 31, 2016 |
Sales Revenue, Net [Member] | ||
Number of customers | 3 | 4 |
Receivable [Member] | ||
Number of customers | 2 | 4 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) | 12 Months Ended | ||
May 31, 2017 | May 31, 2016 | ||
Customer 1 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 47.00% | 40.00% | |
Customer 1 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 67.00% | 37.00% | |
Customer 2 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 14.00% | 20.00% | |
Customer 2 [Member] | Receivables [Member] | |||
Concentrations, Revenue | 11.00% | 35.00% | |
Customer 3 [Member] | Revenues [Member] | |||
Concentrations, Revenue | 10.00% | 14.00% | |
Customer 3 [Member] | Receivables [Member] | |||
Concentrations, Revenue | [1] | 35.00% | |
Customer 4 [Member] | Revenues [Member] | |||
Concentrations, Revenue | [1] | 11.00% | |
Customer 4 [Member] | Receivables [Member] | |||
Concentrations, Revenue | [1] | 16.00% | |
[1] | not greater than 10% |
Concentrations - Schedule of 42
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) (Parenthetical) | 12 Months Ended |
May 31, 2017 | |
Customer 4 [Member] | Revenues [Member] | |
Maximum percentage of revenue for the customer | 10.00% |
Customer 4 [Member] | Receivables [Member] | |
Maximum percentage of revenue for the customer | 10.00% |
Customer 3 [Member] | Receivables [Member] | |
Maximum percentage of revenue for the customer | 10.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
May 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal and state net operating losses | $ 2,500,000 |
Operating loss, expiration description | Expire commencing in 2032 |
Percentage of valuation reserve against the anticipated recovery | 100.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Computed income tax benefit at statutory tax rate | 35.00% | 35.00% |
Changes in allowance on deferred tax assets | (35.00%) | (35.00%) |
Total income tax expense | 0.00% | 0.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 26, 2017 | May 09, 2014 | Aug. 31, 2017 | Aug. 31, 2017 | May 31, 2017 | May 31, 2016 |
Interest rate | 8.00% | |||||
Due date | Dec. 31, 2015 | |||||
Proceeds from convertible debt | $ 311,000 | $ 24,000 | ||||
Common stock issued for conversion convertible notes payable | $ 303,595 | |||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Common stock issued for conversion convertible notes payable, shares | 1,785,000 | |||||
Common stock issued for conversion convertible notes payable | $ 89,250 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Aggregate principal amount | $ 87,450 | |||||
Interest rate | 12.00% | |||||
Due date | Jul. 26, 2018 | |||||
Original issue discount | 10.00% | |||||
Purchase price of debt | $ 26,500 | |||||
Proceeds from convertible debt | $ 25,000 | |||||
Bid price per share | $ 0.001 | |||||
Conversion price percentage | 50.00% | |||||
Debt percentage | 140.00% | |||||
Subsequent Event [Member] | Promissory Notes [Member] | Unaffiliated Lenders [Member] | ||||||
Aggregate principal amount | $ 47,500 | $ 47,500 | ||||
Interest rate | 8.00% | 8.00% | ||||
Subsequent Event [Member] | Convertible Redeemable Back End Notes [Member] | Securities Purchase Agreement [Member] | ||||||
Aggregate principal amount | $ 29,150 | |||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||
Common stock issued for conversion convertible notes payable, shares | 278,958 | |||||
Common stock issued for conversion convertible notes payable | $ 75,604 |