Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2018 | Apr. 16, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | ECOSCIENCES, INC. | |
Entity Central Index Key | 1,493,174 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 251,808,027 | |
Trading Symbol | ECEZ | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Current Assets | ||
Cash | $ 110,721 | $ 3,357 |
Accounts receivable, net of allowance of $2,600 and $379, respectively | 8,313 | 6,967 |
Inventory | 13,120 | 3,256 |
Prepaid expenses | 29,700 | |
Total Assets | 132,154 | 43,280 |
Current Liabilities | ||
Accounts payable | 302,023 | 258,949 |
Accrued liabilities | 557,625 | 447,140 |
Due to related parties | 119,466 | 93,598 |
Notes payable | 119,528 | 300,666 |
Convertible notes payable, net of discount | 562,411 | 86,137 |
Derivative liabilities | 704,948 | 596,743 |
Total Liabilities | 2,366,001 | 1,783,233 |
Stockholders' Deficit | ||
Common Stock 1,950,000,000 shares authorized, $0.0001 par value; 221,555,127 shares and 48,075,065 issued and outstanding, respectively | 22,156 | 4,808 |
Additional paid-in capital | 2,829,395 | 817,879 |
Accumulated deficit | (5,086,527) | (2,563,361) |
Total Stockholders' Deficit | (2,233,847) | (1,739,953) |
Total Liabilities and Stockholders' Deficit | 132,154 | 43,280 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock 50,000,000 shares authorized, $0.0001 par value; | 136 | 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; | $ 503 | $ 71 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Net of allowance | $ 2,600 | $ 379 |
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 | 221,555,127 | 48,075,065 |
Common stock, shares outstanding | 221,555,127 | 48,075,065 |
Series A Redeemable and Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 1,358,380 | 1,593,630 |
Preferred stock, shares outstanding | 1,358,380 | 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 | 5,033,290 | 710,000 |
Preferred stock, shares outstanding | 5,033,290 | 710,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 21,160 | $ 4,836 | $ 67,021 | $ 14,223 |
Cost of revenues | (5,320) | (954) | (22,621) | (7,650) |
Gross Profit | 15,840 | 3,882 | 44,400 | 6,573 |
Operating Expenses: | ||||
General and administrative | 71,448 | 53,879 | 263,093 | 348,546 |
Professional fees | 138,053 | 102,714 | 447,400 | 360,870 |
Research and development | 2,532 | 8,186 | ||
Total Operating Expenses | 212,033 | 156,593 | 718,679 | 709,416 |
Loss from Operations | (196,193) | (152,711) | (674,279) | (702,843) |
Other Income (Expenses): | ||||
Interest expense | (1,264,596) | (208,822) | (1,839,938) | (435,263) |
Gain on settlement of debt | 4,931 | 21,467 | ||
Loss on settlement of related party debt | (274,895) | (274,895) | ||
Change in fair value of derivative liabilities | 946,324 | 79,207 | 244,479 | 98,436 |
Net Loss | $ (784,429) | $ (282,326) | $ (2,523,166) | $ (1,039,670) |
Loss Per Common Share – Basic and Diluted | $ (15.94) | $ (0.03) | $ (79.09) | |
Weighted-average Common Shares Outstanding – Basic and Diluted | 165,904,460 | 17,708 | 88,959,690 | 13,146 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,523,166) | $ (1,039,670) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 473,341 | 101,971 |
Interest expense on derivative liability that exceeds notes payable | 1,323,824 | 287,924 |
Change in fair value of derivative liabilities | (244,479) | (98,436) |
Loss on settlement of debt | (21,467) | |
Loss on settlement of related party debt | 274,895 | |
Shares issued for fees upon conversion of convertible debt | 2,500 | |
Stock-based compensation | 252,260 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,346) | |
Inventory | (9,864) | (6,388) |
Prepaid expenses | 29,700 | (1,729) |
Accounts payable | 43,074 | 106,732 |
Accrued liabilities | 155,501 | 163,300 |
Net Cash Used in Operating Activities | (497,487) | (234,036) |
Cash Flows from Financing Activities | ||
Advances from related party, net | 34,001 | 47,815 |
Proceeds from notes payable | 55,100 | 48,250 |
Payment of notes payable | (41,068) | |
Proceeds from convertible notes payable | 515,750 | 189,000 |
Net Cash Provided by Financing Activities | 604,851 | 243,997 |
Change in Cash | 107,364 | 9,961 |
Cash - Beginning of Period | 3,357 | 4,220 |
Cash - End of Period | 110,721 | 14,181 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 332 | |
Income taxes paid | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued to settle convertible debt and accrued interest | $ 1,634,906 | $ 123,484 |
Conversion of preferred stock to common stock | 12,165 | |
Recognition of derivative liabilities from embedded conversion feature | $ 392,000 | |
Reclassification of notes payable and accrued interest to convertible notes payable | $ 245,963 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Feb. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Ecosciences, Inc. (the “Company”) was incorporated in the State of Nevada on May 26, 2010. The Company’s principal business is focused on the development, production and sale of environmentally focused wastewater products. It currently produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. The Company intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers. The accompanying unaudited consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. |
Going Concern
Going Concern | 9 Months Ended |
Feb. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These unaudited 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. As of February 28, 2018, the Company has accumulated losses of $5,086,527 and a working capital deficit of $2,233,847. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 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. These unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Inventory
Inventory | 9 Months Ended |
Feb. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following: February 28, 2018 May 31, 2017 Raw Materials $ - $ 22 Finished Goods 12,776 3,187 Packaging Supplies 344 47 Total $ 13,120 $ 3,256 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Feb. 28, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions a) During the nine months ended February 28, 2018 and 2017, the Company incurred management services fees of $63,000 and $284,360, respectively, to the President of the Company. b) During the nine months ended February 28, 2018 and 2017, the Company incurred management services fees of $65,333 and $36,900, respectively, to the Chief Operating Officer of the Company. c) During the nine months ended February 28, 2018 and 2017, the Company incurred rent fees of $6,750 and $3,000, respectively, to a company controlled by the President of the Company. d) At February 28, 2018, and May 31, 2017, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $119,466 and $83,098, respectively. The amount is unsecured, non-interest bearing and due on demand. e) At February 28, 2018, and May 31, 2017, the Company was indebted to the Chief Operating Officer of the Company for $nil and $10,500, respectively. The amount is unsecured, non-interest bearing and due on demand. |
Notes Payable
Notes Payable | 9 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable Notes payable consist of the following: February 28, 2018 May 31, 2017 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. 13,000 (i) 13,000 (i) 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. – (v) 65,000 (ii) e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due on August 26, 2015. 2,500 2,500 f) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due in May 2016 ($12,000) and October 2016 ($20,000). 32,000 46,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on July 15, 2016. 1,300 1,300 h) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 1, 2016. 1,000 1,000 i) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 12, 2016. 1,200 1,200 j) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes are due from November 2017 to April 2018. – (iv) 42,750 k) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The note was due on January 2018. 5,000 5,000 l) Notes payable which are unsecured, non-guaranteed, and non-interest bearing. The notes are due on demand. – (iv) 98,388 (iii) m) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on May 8, 2018. – (iv) 11,000 n) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on June 1, 2018. 25,000 – o) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on July 11, 2018. 5,000 – p) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on July 11, 2018. 20,000 – $ 119,528 $ 300,666 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 6(d)). 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. 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 6(e)). iii) During the year ended May 31, 2017, the lender assigned a total of $21,000 of promissory notes payable to a third-party lender and the Company agreed to add conversion rights (Notes 6(y)). During the year ended May 31, 2017, a total of $16,200 was converted to shares of common stock. 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. iv) During the nine months ended February 28, 2018, the Company entered into Promissory Note Addendum Agreements to add conversion rights to notes payable of $42,750 (Note 5(j)), $98,388 (Note 5(l)), and $11,000 (Note 5(m)), whereby the principal and accrued interest of each note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request. v) During the nine months ended February 28, 2018, the lender assigned a total of $65,000 of promissory notes payable to a third-party lender and the Company agreed to add conversion rights (Notes 6(f), 6(g) and 6(h)). During the nine months ended February 28, 2018, a total of $27,940 was converted to shares of common stock. As of February 28, 2018, $64,528 and $124,000 of notes payable were in default, respectively. At February 28, 2018 and May 31, 2017, the Company owed accrued interest on notes payable of $16,307 and $34,315, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 6. Convertible Notes Payable Convertible notes payable consist of the following: Original Issuance Date Maturity Date Interest Rate (Per Annum) Principal Outstanding as at February 28, 2018 Principal Outstanding as at May 31, 2017 Carrying Value as at February 28, 2018 Carrying Value as at May 31, 2017 a) December 22, 2011 Due 60 days following demand 10 % $ 4,000 $ 4,000 $ 4,000 (i) $ 4,000 b) December 22, 2011 Due 60 days following demand 10 % 1,177 1,177 1,177 (ii) 1,177 c) October 23, 2012 Due 60 days following demand 10 % 1,000 1,000 1,000 (iii) 1,000 d) April 12, 2013 Due on demand 10 % 7,000 7,000 7,000 (iv) 7,000 e) May 9, 2014 May 9, 2015 8 % – 6,825 – 6,825 f) May 19, 2014 May 19, 2015 8 % 30,359 – 30,359 (vi) – g) August 18, 2014 August 18, 2015 8 % 25,426 – 25,426 (vi) – h) August 25, 2014 August 25, 2015 8 % 5,100 – 5,100 (iv) – i) March 16, 2015 March 16, 2016 8 % 1,325 1,325 1,325 (vi) 1,325 j) July 19, 2016 April 19, 2017 12 % – 5,266 – 5,266 k) August 25, 2016 August 25, 2017 8 % 10,000 10,000 10,000 (iv) 10,000 l) October 1, 2016 Due on demand 0 % 73,388 – 73,388 (iv) – m) November 1, 2016 November 1, 2017 8 % 10,500 – 10,500 (iv) – n) December 1, 2016 Due on demand 0 % 10,000 – 10,000 (iv) – o) January 13, 2017 January 13, 2018 8 % 7,500 – 7,500 (iv) – p) January 17, 2017 January 17, 2018 8 % 5,000 – 5,000 (iv) – r) January 31, 2017 January 31, 2018 8 % – 50,000 – 3,901 s) February 10, 2017 November 10, 2017 8 % – 69,500 – 27,249 t) February 21, 2017 February 21, 2018 8 % 5,750 – 5,750 (iv) – u) March 1, 2017 Due on demand 0 % 15,000 – 15,000 (iv) – v) March 30, 2017 March 30, 2018 12 % – 52,250 – 7,610 w) May 1, 2017 March 30, 2018 12 % – 29,150 – 5,984 x) May 3, 2017 May 3, 2018 8 % 7,000 – 7,000 (iv) – y) May 5, 2017 Due on demand 0 % 4,800 4,800 4,800 (ix) 4,800 z) May 8, 2017 May 8, 2018 8 % 11,000 – 11,000 (iv) – aa) June 5, 2017 March 30, 2018 12 % 29,150 – 23,728 (viii) – bb) July 3, 2017 July 3, 2018 8 % 7,500 – 7,500 (iv) – cc) July 25, 2017 March 30, 2018 12 % 58,300 – 45,582 (viii) – dd) July 26, 2017 July 26, 2018 12 % 29,150 – 22,767 (viii) – ee) August 22, 2017 August 22, 2018 8 % 5,000 – 5,000 (iv) – ff) August 29, 2017 March 30, 2018 12 % 29,150 – 21,599 (viii) – gg) August 31, 2017 August 31, 2018 8 % 10,000 – 10,000 (iv) – hh) September 1, 2017 Due on demand 0 % 30,000 – 30,000 (iv) – ii) September 12, 2017 March 30, 2018 12 % 29,150 – 21,182 (viii) – jj) September 22, 2017 September 22, 2018 8 % 15,000 – 15,000 (iv) – kk) October 17, 2017 March 30, 2018 12 % 29,150 – 19,957 (viii) – ll) October 31, 2017 October 31, 2018 8 % 5,000 – 5,000 (iv) – mm) November 1, 2017 March 30, 2018 12 % 29,150 – 19,193 (viii) – nn) January 4, 2018 January 4, 2019 8 % 14,000 – 14,000 (iv) – oo) January 11, 2018 July 26, 2018 12 % 58,300 – 15,986 (viii) – pp) January 12, 2018 January 12, 2019 8 % 6,250 – 6,250 (iv) – qq) February 2, 2018 February 2, 2019 8 % 20,000 – 20,000 (iv) – rr) February 15, 2018 February 15, 2019 8 % 11,000 – 11,000 (iv) – ss) February 27, 2018 February 27, 2019 12 % 165,000 – 13,341 (viii) – $ 815,575 $ 242,293 $ 562,411 $ 86,137 i) The notes are convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.01 per share. ii) The notes are 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. iii) The note is convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.001 per share iv) 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. v) The note is convertible into shares of common stock at a conversion price equal to $0.0174 per share. vi) The note is convertible into shares of common stock at a conversion price equal to $0.0127 per share. vii) 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, additional $10,000 shall be immediately added to the balance of the note. See Note 7. viii) The note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the lowest trading price 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. The embedded conversion option qualifies for derivative accounting and bifurcation. See Note 7. ix) The note is convertible into shares of common stock at a conversion price equal to $0.225 per share. At February 28, 2018 and May 31, 2017, the Company owed accrued interest on convertible notes payable of approximately $45,000 and $35,000, respectively. As of February 28, 2018, the Company had approximately $88,000 of convertible notes payable in default. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Feb. 28, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 7. Derivative Liabilities The embedded conversion options of the Company’s convertible debentures described in Note 6 contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Nine Months Ended February 28, 2018 Nine Months Ended February 28, 2017 Balance at the beginning of the period 596,743 $ – Addition of new derivative liabilities 1,715,824 359,571 Change due to conversion of debt (1,363,140 ) – Change in fair value of embedded conversion option (244,479 ) (98,436 ) Balance at the end of the period 704,948 $ 261,135 The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 241% - 363% 1.08% - 2.08% 0 % 0.41 – 1.00 At February 28, 2018 242% - 396% 1.50% - 2.07% 0 % 0.08 – 1.00 |
Common Stock
Common Stock | 9 Months Ended |
Feb. 28, 2018 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock a) During the nine months ended February 28, 2018, the Company issued 40,376,511 shares of common stock in aggregate pursuant to the conversion of $244,931 of convertible notes payable, $1,363,140 of related derivative liabilities from embedded conversion feature, $25,427 of accrued interest and $2,500 of share transfer fees upon conversion. The Company recognized gain from settlement of debt of $ for the nine months ended February 28, 2018. b) During the nine months ended February 28, 2018, the Company issued 4,705,000 shares of common stock in aggregate pursuant to the conversion of 235,250 shares of Series A preferred stock. c) During the nine months ended February 28, 2018, the Company issued 97,596,600 shares of common stock in aggregate pursuant to the conversion of 8,133,050 shares of Series C preferred stock. d) During the nine months ended February 28, 2018, the Company issued 30,800,000 shares of common stock in aggregate pursuant to the conversion of 3,080,000 shares of Series D preferred stock. e) On June 22, 2017, the Company issued 1,951 shares to a third party free of charge due to the round-up feature of the Company’s 1 for 10,000 reverse stock split completed on May 19, 2017. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Feb. 28, 2018 | |
Equity [Abstract] | |
Preferred Stock | 9. 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 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. d) On December 14, 2017, the Company issued 8,133,050 shares of Series C Convertible Preferred stock with a fair value of $283,028 to the President of the Company to settle payable to the President of $8,133, resulting in a loss on settlement of related party debt of $274,895. The Company issued 97,596,600 shares of common stock on the same date pursuant to the conversion of 8,133,050 shares of Series C preferred stock. See note 8 (c). e) During the nine months ended February 28, 2018, the Company issued 7,403,290 shares of Series D Preferred stock in aggregate pursuant to the conversion of $7,000 of convertible notes payable, and $403 of accrued interest. |
Commitments
Commitments | 9 Months Ended |
Feb. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments a) On June 4, 2015, the Company entered into a Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company. In consideration for his services, the Company agreed to pay $31,200 per year 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 February 28, 2018, 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 February 28, 2018, 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 February 28, 2018, 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 February 28, 2018, 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. e) 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 February 28, 2018, 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 | 9 Months Ended |
Feb. 28, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 11. Concentrations The Company’s revenues were concentrated among three customers for the nine months ended February 28, 2018, and 2017: Customer Revenue for the Nine Months Ended February 28, 2018 Revenue for the Nine Months Ended February 28, 2017 1 16 % 52 % 2 12 % 16 % 3 12 % 10 % The Company’s receivables were concentrated among four customers as at February 28, 2018, and two customers as at May 31, 2017: Customer Receivables as at February 28, 2018 Receivables as at May 31, 2017 1 25 % 67 % 2 18 % 11 % 3 15 % * 4 12 % * * not greater than 10% |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Conversions of convertible notes payable In March 2018 and April 2018, the Company issued 6,980,733 shares of common stock in aggregate pursuant to the conversion of approximately $29,150 of convertible notes payable. Issuances of notes payable On March 1, 2018, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $4,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. Pursuant to the agreement, the note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized within 48 hours of the conversion request. On April 3, 2018, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $10,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. Pursuant to the agreement, the note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized within 48 hours of the conversion request. Other Agreements N/A Other issuances In March 2018 and April 2018, the Company issued 25,332,900 shares of common stock in aggregate pursuant to the conversion of approximately 2,533,290 of Series D Convertible Preferred Stock. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Feb. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of Components of Inventory | Inventory consists of the following: February 28, 2018 May 31, 2017 Raw Materials $ - $ 22 Finished Goods 12,776 3,187 Packaging Supplies 344 47 Total $ 13,120 $ 3,256 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: February 28, 2018 May 31, 2017 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. 13,000 (i) 13,000 (i) 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. – (v) 65,000 (ii) e) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due on August 26, 2015. 2,500 2,500 f) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due in May 2016 ($12,000) and October 2016 ($20,000). 32,000 46,000 g) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on July 15, 2016. 1,300 1,300 h) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 1, 2016. 1,000 1,000 i) Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note was due on August 12, 2016. 1,200 1,200 j) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes are due from November 2017 to April 2018. – (iv) 42,750 k) Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The note was due on January 2018. 5,000 5,000 l) Notes payable which are unsecured, non-guaranteed, and non-interest bearing. The notes are due on demand. – (iv) 98,388 (iii) m) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on May 8, 2018. – (iv) 11,000 n) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on June 1, 2018. 25,000 – o) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on July 11, 2018. 5,000 – p) Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due on July 11, 2018. 20,000 – $ 119,528 $ 300,666 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 6(d)). 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. 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 6(e)). iii) During the year ended May 31, 2017, the lender assigned a total of $21,000 of promissory notes payable to a third-party lender and the Company agreed to add conversion rights (Notes 6(y)). During the year ended May 31, 2017, a total of $16,200 was converted to shares of common stock. 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. iv) During the nine months ended February 28, 2018, the Company entered into Promissory Note Addendum Agreements to add conversion rights to notes payable of $42,750 (Note 5(j)), $98,388 (Note 5(l)), and $11,000 (Note 5(m)), whereby the principal and accrued interest of each note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request. v) During the nine months ended February 28, 2018, the lender assigned a total of $65,000 of promissory notes payable to a third-party lender and the Company agreed to add conversion rights (Notes 6(f), 6(g) and 6(h)). During the nine months ended February 28, 2018, a total of $27,940 was converted to shares of common stock. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consist of the following: Original Issuance Date Maturity Date Interest Rate (Per Annum) Principal Outstanding as at February 28, 2018 Principal Outstanding as at May 31, 2017 Carrying Value as at February 28, 2018 Carrying Value as at May 31, 2017 a) December 22, 2011 Due 60 days following demand 10 % $ 4,000 $ 4,000 $ 4,000 (i) $ 4,000 b) December 22, 2011 Due 60 days following demand 10 % 1,177 1,177 1,177 (ii) 1,177 c) October 23, 2012 Due 60 days following demand 10 % 1,000 1,000 1,000 (iii) 1,000 d) April 12, 2013 Due on demand 10 % 7,000 7,000 7,000 (iv) 7,000 e) May 9, 2014 May 9, 2015 8 % – 6,825 – 6,825 f) May 19, 2014 May 19, 2015 8 % 30,359 – 30,359 (vi) – g) August 18, 2014 August 18, 2015 8 % 25,426 – 25,426 (vi) – h) August 25, 2014 August 25, 2015 8 % 5,100 – 5,100 (iv) – i) March 16, 2015 March 16, 2016 8 % 1,325 1,325 1,325 (vi) 1,325 j) July 19, 2016 April 19, 2017 12 % – 5,266 – 5,266 k) August 25, 2016 August 25, 2017 8 % 10,000 10,000 10,000 (iv) 10,000 l) October 1, 2016 Due on demand 0 % 73,388 – 73,388 (iv) – m) November 1, 2016 November 1, 2017 8 % 10,500 – 10,500 (iv) – n) December 1, 2016 Due on demand 0 % 10,000 – 10,000 (iv) – o) January 13, 2017 January 13, 2018 8 % 7,500 – 7,500 (iv) – p) January 17, 2017 January 17, 2018 8 % 5,000 – 5,000 (iv) – r) January 31, 2017 January 31, 2018 8 % – 50,000 – 3,901 s) February 10, 2017 November 10, 2017 8 % – 69,500 – 27,249 t) February 21, 2017 February 21, 2018 8 % 5,750 – 5,750 (iv) – u) March 1, 2017 Due on demand 0 % 15,000 – 15,000 (iv) – v) March 30, 2017 March 30, 2018 12 % – 52,250 – 7,610 w) May 1, 2017 March 30, 2018 12 % – 29,150 – 5,984 x) May 3, 2017 May 3, 2018 8 % 7,000 – 7,000 (iv) – y) May 5, 2017 Due on demand 0 % 4,800 4,800 4,800 (ix) 4,800 z) May 8, 2017 May 8, 2018 8 % 11,000 – 11,000 (iv) – aa) June 5, 2017 March 30, 2018 12 % 29,150 – 23,728 (viii) – bb) July 3, 2017 July 3, 2018 8 % 7,500 – 7,500 (iv) – cc) July 25, 2017 March 30, 2018 12 % 58,300 – 45,582 (viii) – dd) July 26, 2017 July 26, 2018 12 % 29,150 – 22,767 (viii) – ee) August 22, 2017 August 22, 2018 8 % 5,000 – 5,000 (iv) – ff) August 29, 2017 March 30, 2018 12 % 29,150 – 21,599 (viii) – gg) August 31, 2017 August 31, 2018 8 % 10,000 – 10,000 (iv) – hh) September 1, 2017 Due on demand 0 % 30,000 – 30,000 (iv) – ii) September 12, 2017 March 30, 2018 12 % 29,150 – 21,182 (viii) – jj) September 22, 2017 September 22, 2018 8 % 15,000 – 15,000 (iv) – kk) October 17, 2017 March 30, 2018 12 % 29,150 – 19,957 (viii) – ll) October 31, 2017 October 31, 2018 8 % 5,000 – 5,000 (iv) – mm) November 1, 2017 March 30, 2018 12 % 29,150 – 19,193 (viii) – nn) January 4, 2018 January 4, 2019 8 % 14,000 – 14,000 (iv) – oo) January 11, 2018 July 26, 2018 12 % 58,300 – 15,986 (viii) – pp) January 12, 2018 January 12, 2019 8 % 6,250 – 6,250 (iv) – qq) February 2, 2018 February 2, 2019 8 % 20,000 – 20,000 (iv) – rr) February 15, 2018 February 15, 2019 8 % 11,000 – 11,000 (iv) – ss) February 27, 2018 February 27, 2019 12 % 165,000 – 13,341 (viii) – $ 815,575 $ 242,293 $ 562,411 $ 86,137 i) The notes are convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.01 per share. ii) The notes are 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. iii) The note is convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.001 per share iv) 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. v) The note is convertible into shares of common stock at a conversion price equal to $0.0174 per share. vi) The note is convertible into shares of common stock at a conversion price equal to $0.0127 per share. vii) 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, additional $10,000 shall be immediately added to the balance of the note. See Note 7. viii) The note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the lowest trading price 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. The embedded conversion option qualifies for derivative accounting and bifurcation. See Note 7. ix) The note is convertible into shares of common stock at a conversion price equal to $0.225 per share. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Feb. 28, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: Nine Months Ended February 28, 2018 Nine Months Ended February 28, 2017 Balance at the beginning of the period 596,743 $ – Addition of new derivative liabilities 1,715,824 359,571 Change due to conversion of debt (1,363,140 ) – Change in fair value of embedded conversion option (244,479 ) (98,436 ) Balance at the end of the period 704,948 $ 261,135 |
Schedule of Fair Value Measurement Assumptions | The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At issuance 241% - 363% 1.08% - 2.08% 0 % 0.41 – 1.00 At February 28, 2018 242% - 396% 1.50% - 2.07% 0 % 0.08 – 1.00 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Feb. 28, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Companies Revenues and Receivables | The Company’s revenues were concentrated among three customers for the nine months ended February 28, 2018, and 2017: Customer Revenue for the Nine Months Ended February 28, 2018 Revenue for the Nine Months Ended February 28, 2017 1 16 % 52 % 2 12 % 16 % 3 12 % 10 % The Company’s receivables were concentrated among four customers as at February 28, 2018, and two customers as at May 31, 2017: Customer Receivables as at February 28, 2018 Receivables as at May 31, 2017 1 25 % 67 % 2 18 % 11 % 3 15 % * 4 12 % * * not greater than 10% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ 5,086,527 | $ 2,563,361 |
Working capital deficit | $ 2,233,847 |
Inventory - Summary of Componen
Inventory - Summary of Components of Inventory (Details) - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 22 | |
Finished Goods | 12,776 | 3,187 |
Packaging Supplies | 344 | 47 |
Total | $ 13,120 | $ 3,256 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | May 31, 2017 | |
President [Member] | |||
Management services fees | $ 63,000 | $ 284,360 | |
Rent fees | 6,750 | 3,000 | |
Indebtedness | 119,466 | $ 83,098 | |
Chief Operating Officer [Member] | |||
Management services fees | 65,333 | $ 36,900 | |
Indebtedness | $ 10,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Notes payable | $ 64,528 | $ 124,000 |
Notes Payable [Member] | ||
Accrued interest | $ 16,307 | $ 34,315 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Feb. 28, 2018 | May 31, 2017 | ||
Notes payable | $ 119,528 | $ 300,666 | ||
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 | 13,000 | ||
Notes Payable Four [Member] | ||||
Notes payable | [1] | 65,000 | ||
Notes Payable Five [Member] | ||||
Notes payable | 2,500 | 2,500 | ||
Notes Payable Six [Member] | ||||
Notes payable | 32,000 | [2] | 46,000 | |
Notes Payable Seven [Member] | ||||
Notes payable | 1,300 | 1,300 | ||
Notes Payable Eight [Member] | ||||
Notes payable | 1,000 | 1,000 | ||
Notes Payable Nine [Member] | ||||
Notes payable | 1,200 | 1,200 | ||
Notes Payable Ten [Member] | ||||
Notes payable | [3] | 42,750 | ||
Notes Payable Eleven [Member] | ||||
Notes payable | 5,000 | 5,000 | ||
Notes Payable Twelve [Member] | ||||
Notes payable | [3] | 98,388 | ||
Notes Payable Thirteen [Member] | ||||
Notes payable | [3] | 11,000 | ||
Notes Payable Fourteen [Member] | ||||
Notes payable | 25,000 | |||
Notes Payable Fifteen [Member] | ||||
Notes payable | 5,000 | |||
Notes Payable Sixteen [Member] | ||||
Notes payable | $ 20,000 | |||
Notes Payable Fifteen [Member] | ||||
Notes payable | ||||
[1] | On May 9, 2014, the Company entered into a Master Loan Agreement (the “Loan Agreement”), whereby the lender agreed, from time to time, to purchase from the Company one or more Promissory Notes for the account of the Company, provided, however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Several notes matured in 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. | |||
[2] | In September 2017, the Company agreed to add conversion rights to notes payable of $14,000, whereby the principal and accrued interest of each note is convertible into shares of common or preferred stock at 0.0127. 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 Company recognized debt discount of $14,000 from beneficial conversion feature. The $14,000 convertible notes payable was converted into 1,148,631 shares of common stock in December 2017. | |||
[3] | During the nine months ended February 28, 2018, the Company entered into Promissory Note Addendum Agreements to add conversion rights to notes payable of $42,750 (Note 6 (m), (o), (p), (t), (x)), $98,388 (Note 6 (l), (n), (u)), and $11,000 (Note 6(z)), whereby the principal and accrued interest of each note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request. |
Notes Payable - Schedule of N28
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Mar. 07, 2017 | Oct. 11, 2016 | May 09, 2014 | Feb. 28, 2018 | Feb. 28, 2017 | May 31, 2017 | Oct. 31, 2016 | May 31, 2016 |
Maximum aggregate principal amount of promissory notes | $ 500,000 | |||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Debt maturity description | Several notes matured in 2015 | |||||||
Promissory note payable converted into number of common shares | $ (2,500) | $ 16,200 | ||||||
Notes payable | 64,528 | $ 124,000 | ||||||
Notes Payable One [Member] | ||||||||
Notes payable | 42,750 | |||||||
Notes Payable Two [Member] | ||||||||
Notes payable | $ 98,388 | |||||||
Note maturity date | Feb. 12, 2014 | Feb. 12, 2014 | ||||||
Notes Payable Three [Member] | ||||||||
Notes payable, interest rate, stated percentage | 10.00% | 10.00% | ||||||
Notes payable | $ 11,000 | |||||||
Note payable due term | 60 days | 60 days | ||||||
Notes Payable Four [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Notes Payable Four [Member] | Minimum [Member] | ||||||||
Note maturity date | May 31, 2015 | |||||||
Notes Payable Four [Member] | Maximum [Member] | ||||||||
Note maturity date | Aug. 31, 2015 | |||||||
Notes Payable Five [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | 8.00% | ||||||
Note maturity date | Aug. 26, 2015 | Aug. 26, 2015 | ||||||
Notes Payable Six [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | 8.00% | ||||||
Notes payable | $ 20,000 | $ 12,000 | ||||||
Notes Payable Seven [Member] | ||||||||
Notes payable, interest rate, stated percentage | 10.00% | 10.00% | ||||||
Note maturity date | Jul. 15, 2016 | Jul. 15, 2016 | ||||||
Notes Payable Eight [Member] | ||||||||
Notes payable, interest rate, stated percentage | 10.00% | 10.00% | ||||||
Note maturity date | Aug. 1, 2016 | Aug. 1, 2016 | ||||||
Notes Payable Nine [Member] | ||||||||
Notes payable, interest rate, stated percentage | 10.00% | 10.00% | ||||||
Note maturity date | Aug. 12, 2016 | Aug. 12, 2016 | ||||||
Notes Payable Ten [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Notes Payable Ten [Member] | Minimum [Member] | ||||||||
Note maturity date | Nov. 30, 2017 | |||||||
Notes Payable Ten [Member] | Maximum [Member] | ||||||||
Note maturity date | Apr. 30, 2018 | |||||||
Notes Payable Eleven [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | 8.00% | ||||||
Note maturity date | Jan. 31, 2018 | Jan. 31, 2018 | ||||||
Notes Payable Thirteen [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Note maturity date | May 8, 2018 | |||||||
Notes Payable Fourteen [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Note maturity date | Jun. 1, 2018 | |||||||
Notes Payable Fifteen [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Note maturity date | Jul. 11, 2018 | |||||||
Notes Payable Sixteen [Member] | ||||||||
Notes payable, interest rate, stated percentage | 8.00% | |||||||
Note maturity date | Jul. 11, 2018 | |||||||
Third Party Lenders [Member] | ||||||||
Value of assigned promissory notes payable | $ 20,000 | $ 65,000 | ||||||
Convertible debt | $ 7,000 | |||||||
Promissory note payable converted into number of common shares | $ 27,940 | |||||||
Two Third Party Lenders [Member] | ||||||||
Value of assigned promissory notes payable | $ 75,000 | |||||||
Third Party Lender [Member] | ||||||||
Value of assigned promissory notes payable | $ 21,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - Convertible Notes Payable [Member] - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Accrued interest | $ 45,000 | $ 35,000 |
Convertible notes payable, default | $ 88,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | May 09, 2014 | Feb. 28, 2018 | May 31, 2017 | |
Maturity Date description | Several notes matured in 2015 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 562,411 | $ 86,137 | ||
Convertible Notes Payable One [Member] | ||||
Original Issuance Date | Dec. 22, 2011 | |||
Maturity Date description | Due 60 days following demand | |||
Interest Rate (Per Annum) | 10.00% | |||
Principal Outstanding | $ 4,000 | 4,000 | ||
Carrying Value | $ 4,000 | [1] | 4,000 | |
Convertible Notes Payable Two [Member] | ||||
Original Issuance Date | Dec. 22, 2011 | |||
Maturity Date description | Due 60 days following demand | |||
Interest Rate (Per Annum) | 10.00% | |||
Principal Outstanding | $ 1,177 | 1,177 | ||
Carrying Value | $ 1,177 | [2] | 1,177 | |
Convertible Notes Payable Three [Member] | ||||
Original Issuance Date | Oct. 23, 2012 | |||
Maturity Date description | Due 60 days following demand | |||
Interest Rate (Per Annum) | 10.00% | |||
Principal Outstanding | $ 1,000 | 1,000 | ||
Carrying Value | $ 1,000 | [3] | 1,000 | |
Convertible Notes Payable Four [Member] | ||||
Original Issuance Date | Apr. 12, 2013 | |||
Maturity Date description | Due on demand | |||
Interest Rate (Per Annum) | 10.00% | |||
Principal Outstanding | $ 7,000 | 7,000 | ||
Carrying Value | $ 7,000 | [4] | 7,000 | |
Convertible Notes Payable Five [Member] | ||||
Original Issuance Date | May 9, 2014 | |||
Maturity Date | May 9, 2015 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | 6,825 | |||
Carrying Value | 6,825 | |||
Convertible Notes Payable Six [Member] | ||||
Original Issuance Date | May 19, 2014 | |||
Maturity Date | May 19, 2015 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 30,359 | |||
Carrying Value | $ 30,359 | [5] | ||
Convertible Notes Payable Seven [Member] | ||||
Original Issuance Date | Aug. 18, 2014 | |||
Maturity Date | Aug. 18, 2015 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 25,426 | |||
Carrying Value | $ 25,426 | [5] | ||
Convertible Notes Payable Eight [Member] | ||||
Original Issuance Date | Aug. 25, 2014 | |||
Maturity Date | Aug. 25, 2015 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 5,100 | |||
Carrying Value | $ 5,100 | [6] | ||
Convertible Notes Payable Nine [Member] | ||||
Original Issuance Date | Mar. 16, 2015 | |||
Maturity Date | Mar. 16, 2016 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 1,325 | 1,325 | ||
Carrying Value | $ 1,325 | [5] | 1,325 | |
Convertible Notes Payable Ten [Member] | ||||
Original Issuance Date | Jul. 19, 2016 | |||
Maturity Date | Apr. 19, 2017 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | 5,266 | |||
Carrying Value | 5,266 | |||
Convertible Notes Payable Eleven [Member] | ||||
Original Issuance Date | Aug. 25, 2016 | |||
Maturity Date | Aug. 25, 2017 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 10,000 | 10,000 | ||
Carrying Value | $ 10,000 | [6] | 10,000 | |
Convertible Notes Payable Twelve [Member] | ||||
Original Issuance Date | Oct. 1, 2016 | |||
Maturity Date description | Due on demand | |||
Interest Rate (Per Annum) | 0.00% | |||
Principal Outstanding | $ 73,388 | |||
Carrying Value | $ 73,388 | [6] | ||
Convertible Notes Payable Thirteen [Member] | ||||
Original Issuance Date | Nov. 1, 2016 | |||
Maturity Date | Nov. 1, 2017 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 10,500 | |||
Carrying Value | $ 10,500 | [6] | ||
Convertible Notes Payable Fourteen [Member] | ||||
Original Issuance Date | Dec. 1, 2016 | |||
Maturity Date description | Due on demand | |||
Interest Rate (Per Annum) | 0.00% | |||
Principal Outstanding | $ 10,000 | |||
Carrying Value | $ 10,000 | [6] | ||
Convertible Notes Payable Fifteen [Member] | ||||
Original Issuance Date | Jan. 13, 2017 | |||
Maturity Date | Jan. 13, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 7,500 | |||
Carrying Value | $ 7,500 | [6] | ||
Convertible Notes Payable Sixteen [Member] | ||||
Original Issuance Date | Jan. 17, 2017 | |||
Maturity Date | Jan. 17, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 5,000 | |||
Carrying Value | $ 5,000 | [6] | ||
Convertible Notes Payable Seventeen [Member] | ||||
Original Issuance Date | Jan. 31, 2017 | |||
Maturity Date | Jan. 31, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | 50,000 | |||
Carrying Value | 3,901 | |||
Convertible Notes Payable Eighteen [Member] | ||||
Original Issuance Date | Feb. 10, 2017 | |||
Maturity Date | Nov. 10, 2017 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | 69,500 | |||
Carrying Value | 27,249 | |||
Convertible Notes Payable Nineteen [Member] | ||||
Original Issuance Date | Feb. 21, 2017 | |||
Maturity Date | Feb. 21, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 5,750 | |||
Carrying Value | $ 5,750 | [6] | ||
Convertible Notes Payable Twenty [Member] | ||||
Original Issuance Date | Mar. 1, 2017 | |||
Maturity Date description | Due on demand | |||
Interest Rate (Per Annum) | 0.00% | |||
Principal Outstanding | $ 15,000 | |||
Carrying Value | $ 15,000 | [6] | ||
Convertible Notes Payable Twenty One [Member] | ||||
Original Issuance Date | Mar. 30, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | 52,250 | |||
Carrying Value | 7,610 | |||
Convertible Notes Payable Twenty Two [Member] | ||||
Original Issuance Date | May 1, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | 29,150 | |||
Carrying Value | 5,984 | |||
Convertible Notes Payable Twenty Three [Member] | ||||
Original Issuance Date | May 3, 2017 | |||
Maturity Date | May 3, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 7,000 | |||
Carrying Value | $ 7,000 | [6] | ||
Convertible Notes Payable Twenty Four [Member] | ||||
Original Issuance Date | May 5, 2017 | |||
Maturity Date description | Due on demand | |||
Interest Rate (Per Annum) | 0.00% | |||
Principal Outstanding | $ 4,800 | 4,800 | ||
Carrying Value | $ 4,800 | [7] | 4,800 | |
Convertible Notes Payable Twenty Five [Member] | ||||
Original Issuance Date | May 8, 2017 | |||
Maturity Date | May 8, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 11,000 | |||
Carrying Value | $ 11,000 | [6] | ||
Convertible Notes Payable Twenty Six [Member] | ||||
Original Issuance Date | Jun. 5, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 29,150 | |||
Carrying Value | $ 23,728 | [8] | ||
Convertible Notes Payable Twenty Seven [Member] | ||||
Original Issuance Date | Jul. 3, 2017 | |||
Maturity Date | Jul. 3, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 7,500 | |||
Carrying Value | $ 7,500 | [6] | ||
Convertible Notes Payable Twenty Eight [Member] | ||||
Original Issuance Date | Jul. 25, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 58,300 | |||
Carrying Value | $ 45,582 | [8] | ||
Convertible Notes Payable Twenty Nine [Member] | ||||
Original Issuance Date | Jul. 26, 2017 | |||
Maturity Date | Jul. 26, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 29,150 | |||
Carrying Value | $ 22,767 | [8] | ||
Convertible Notes Payable Thirty [Member] | ||||
Original Issuance Date | Aug. 22, 2017 | |||
Maturity Date | Aug. 22, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 5,000 | |||
Carrying Value | $ 5,000 | [6] | ||
Convertible Notes Payable Thirty One [Member] | ||||
Original Issuance Date | Aug. 29, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 29,150 | |||
Carrying Value | $ 21,599 | [8] | ||
Convertible Notes Payable Thirty Two [Member] | ||||
Original Issuance Date | Aug. 31, 2017 | |||
Maturity Date | Aug. 31, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 10,000 | |||
Carrying Value | $ 10,000 | [6] | ||
Convertible Notes Payable Thirty Three [Member] | ||||
Original Issuance Date | Sep. 1, 2017 | |||
Maturity Date description | Due on demand | |||
Interest Rate (Per Annum) | 0.00% | |||
Principal Outstanding | $ 30,000 | |||
Carrying Value | $ 30,000 | [6] | ||
Convertible Notes Payable Thirty Four [Member] | ||||
Original Issuance Date | Sep. 12, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 29,150 | |||
Carrying Value | $ 21,182 | [8] | ||
Convertible Notes Payable Thirty Five [Member] | ||||
Original Issuance Date | Sep. 22, 2017 | |||
Maturity Date | Sep. 22, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 15,000 | |||
Carrying Value | $ 15,000 | [6] | ||
Convertible Notes Payable Thirty Six [Member] | ||||
Original Issuance Date | Oct. 17, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 29,150 | |||
Carrying Value | $ 19,957 | [8] | ||
Convertible Notes Payable Thirty Seven [Member] | ||||
Original Issuance Date | Oct. 31, 2017 | |||
Maturity Date | Oct. 31, 2018 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 5,000 | |||
Carrying Value | $ 5,000 | [6] | ||
Convertible Notes Payable Thirty Eight [Member] | ||||
Original Issuance Date | Nov. 1, 2017 | |||
Maturity Date | Mar. 30, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 29,150 | |||
Carrying Value | $ 19,193 | [8] | ||
Convertible Notes Payable Thirty Nine [Member] | ||||
Original Issuance Date | Jan. 4, 2018 | |||
Maturity Date | Jan. 4, 2019 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 14,000 | |||
Carrying Value | $ 14,000 | [6] | ||
Convertible Notes Payable Forty [Member] | ||||
Original Issuance Date | Jan. 11, 2018 | |||
Maturity Date | Jul. 26, 2018 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 58,300 | |||
Carrying Value | $ 15,986 | [8] | ||
Convertible Notes Payable Forty One [Member] | ||||
Original Issuance Date | Jan. 12, 2018 | |||
Maturity Date | Jan. 12, 2019 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 6,250 | |||
Carrying Value | $ 6,250 | [6] | ||
Convertible Notes Payable Forty Two [Member] | ||||
Original Issuance Date | Feb. 2, 2018 | |||
Maturity Date | Feb. 2, 2019 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 20,000 | |||
Carrying Value | $ 20,000 | [6] | ||
Convertible Notes Payable Forty Three [Member] | ||||
Original Issuance Date | Feb. 15, 2018 | |||
Maturity Date | Feb. 15, 2019 | |||
Interest Rate (Per Annum) | 8.00% | |||
Principal Outstanding | $ 11,000 | |||
Carrying Value | $ 11,000 | [6] | ||
Convertible Notes Payable Forty Four [Member] | ||||
Original Issuance Date | Feb. 27, 2018 | |||
Maturity Date | Feb. 27, 2019 | |||
Interest Rate (Per Annum) | 12.00% | |||
Principal Outstanding | $ 165,000 | |||
Carrying Value | 13,341 | [8] | ||
Convertible Notes Payable [Member] | ||||
Principal Outstanding | 815,575 | 242,293 | ||
Carrying Value | $ 562,411 | $ 86,137 | ||
[1] | The notes are convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.01 per share. | |||
[2] | The notes are 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. | |||
[3] | The note is convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.001 per share | |||
[4] | The note is convertible into shares of common stock at a conversion price equal to $0.0043 per share. | |||
[5] | The note is convertible into shares of common stock at a conversion price equal to $0.0127 per share. | |||
[6] | 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. | |||
[7] | The note is convertible into shares of common stock at a conversion price equal to $0.225 per share. | |||
[8] | The note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the lowest trading price of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion. The embedded conversion option qualifies for derivative accounting and bifurcation. See Note 7. |
Convertible Notes Payable - S31
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 9 Months Ended | |
Feb. 28, 2018 | May 31, 2017 | |
Balance amount of the note | $ 562,411 | $ 86,137 |
Convertible Notes Payable One [Member] | ||
Balance amount of the note | $ 4,000 | 4,000 |
Convertible Notes Payable One [Member] | Eco-logical Concepts, Inc [Member] | ||
Debt conversion price per share | $ 0.01 | |
Convertible Notes Payable Two [Member] | ||
Balance amount of the note | $ 1,177 | 1,177 |
Convertible Notes Payable Two [Member] | Eco-logical Concepts, Inc [Member] | ||
Debt conversion price per share | $ 0.01 | |
Debt conversion shares of common stock | 3,000,000 | |
Convertible Notes Payable Three [Member] | ||
Balance amount of the note | $ 1,000 | 1,000 |
Convertible Notes Payable Three [Member] | Eco-logical Concepts, Inc [Member] | ||
Debt conversion price per share | $ 0.001 | |
Convertible Notes Payable Five [Member] | ||
Balance amount of the note | 6,825 | |
Convertible Notes Payable Five [Member] | Debt Conversion Agreements [Member] | ||
Debt conversion price per share | $ 0.0174 | |
Convertible Notes Payable Six [Member] | ||
Balance amount of the note | $ 30,359 | |
Convertible Notes Payable Six [Member] | Debt Conversion Agreements [Member] | ||
Debt conversion price per share | $ 0.0127 | |
Convertible Notes Payable Seven [Member] | ||
Debt conversion price percentage | 50.00% | |
Common stock trading price per share | $ 10 | |
Balance amount of the note | $ 25,426 | |
Convertible Notes Payable Seven [Member] | ||
Debt conversion price per share | $ 30 | |
Debt discount percentage | 10.00% | |
Balance amount of the note | $ 10,000 | |
Convertible Notes Payable [Member] | ||
Debt conversion price percentage | 50.00% | |
Balance amount of the note | $ 815,575 | 242,293 |
Convertible Notes Payable Twenty Four [Member] | ||
Balance amount of the note | $ 4,800 | $ 4,800 |
Convertible Notes Payable Twenty Four [Member] | Debt Conversion Agreements [Member] | ||
Debt conversion price per share | $ 0.225 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 9 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Balance at the beginning of the period | $ 596,743 | |
Balance at the end of the period | 704,948 | |
Fair Value, Inputs, Level 3 [Member] | ||
Balance at the beginning of the period | 596,743 | |
Addition of new derivative liabilities | 1,715,824 | 359,571 |
Change due to conversion of debt | (1,363,140) | |
Change in fair value of embedded conversion option | (244,479) | (98,436) |
Balance at the end of the period | $ 704,948 | $ 261,135 |
Derivative Liabilities - Sche33
Derivative Liabilities - Schedule of Fair Value Measurement Assumptions (Details) | 9 Months Ended |
Feb. 28, 2018 | |
Expected Dividend Yield | 0.00% |
Minimum [Member] | |
Expected Volatility | 242.00% |
Risk-free Interest Rate | 1.50% |
Expected Life (in years) | 29 days |
Maximum [Member] | |
Expected Volatility | 396.00% |
Risk-free Interest Rate | 2.07% |
Expected Life (in years) | 1 year |
At Issuance [Member] | |
Expected Dividend Yield | 0.00% |
At Issuance [Member] | Minimum [Member] | |
Expected Volatility | 241.00% |
Risk-free Interest Rate | 1.08% |
Expected Life (in years) | 4 months 28 days |
At Issuance [Member] | Maximum [Member] | |
Expected Volatility | 363.00% |
Risk-free Interest Rate | 2.08% |
Expected Life (in years) | 1 year |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Dec. 14, 2017 | Jun. 22, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | May 31, 2017 |
Value of shares issued upon conversion of debt | $ (2,500) | $ 16,200 | |||||
Gain from settlement of debt | $ 4,931 | $ 21,467 | |||||
Number of shares issued for conversion | 12,165 | ||||||
Third Party [Member] | |||||||
Number of common stock shares issued | 1,951 | ||||||
Reverse stock split | 1 for 10,000 reverse stock split completed on May 19, 2017 | ||||||
Common Stock [Member] | |||||||
Shares issued upon conversion of debt | 40,376,511 | ||||||
Value of shares issued upon conversion of debt | $ 244,931 | ||||||
Derivative liabilities from embedded conversion feature | 1,363,140 | ||||||
Accrued interest | 25,427 | 25,427 | |||||
Share transfer fees | 2,500 | ||||||
Gain from settlement of debt | |||||||
Number of preferred stock shares converted | 97,596,600 | ||||||
Series A Preferred Stock [Member] | |||||||
Number of shares issued for conversion | 4,705,000 | ||||||
Number of preferred stock shares converted | 235,250 | ||||||
Series C Preferred Stock [Member] | |||||||
Number of shares issued for conversion | 97,596,600 | ||||||
Number of preferred stock shares converted | 8,133,050 | ||||||
Series D Preferred Stock [Member] | |||||||
Accrued interest | $ 403 | $ 403 | |||||
Number of shares issued for conversion | 30,800,000 | ||||||
Number of preferred stock shares converted | 3,080,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Dec. 14, 2017 | Jun. 04, 2015 | Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Sep. 11, 2015 |
Loss on settlement of related party debt | $ (274,895) | $ (274,895) | |||||
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 | ||||||
Stock issued during period | 8,133,050 | ||||||
Stock issued during period, value | $ 283,028 | ||||||
Loss on settlement of related party debt | $ 274,895 | ||||||
Conversion of stock, shares converted | 8,133,050 | ||||||
Series C Convertible Preferred Stock [Member] | President [Member] | |||||||
Stock issued during period, value | $ 8,133 | ||||||
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 | ||||||
Minimum percentage of stockholder beneficially own common stock of company | 4.99% | ||||||
Series A Preferred Stock [Member] | |||||||
Outstanding shares per share | $ 0.40 | ||||||
Conversion of stock, shares converted | 235,250 | ||||||
Common Stock [Member] | |||||||
Conversion of stock, shares converted | 97,596,600 | ||||||
Accrued interest | 25,427 | $ 25,427 | |||||
Series D Preferred Stock [Member] | |||||||
Conversion of stock, shares converted | 3,080,000 | ||||||
Number of shares issued on conversion of debt | 7,403,290 | ||||||
Value of shares issued upon conversion of debt | $ 7,000 | ||||||
Accrued interest | $ 403 | $ 403 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Nov. 02, 2016 | Jun. 11, 2015 | Jun. 04, 2015 | Feb. 28, 2018 |
Management Services Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Number of shares issued during period | 100,000 | |||
Management Services Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Number of shares issued during period | 50,000 | |||
Management Services Agreement [Member] | President, CEO, Secretary and Treasurer [Member] | ||||
Due to officer | $ 31,200 | |||
Management Services Agreement [Member] | President, CEO, Secretary and Treasurer [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 1,000,000 | |||
Number of shares issued during period | 100,000 | |||
Remaining shares of vesting during period | 900,000 | |||
Management Services Agreement [Member] | Unrelated Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 500,000 | |||
Number of shares issued during period | 50,000 | |||
Remaining shares of vesting during period | 450,000 | |||
Management Services Agreement [Member] | Two Unrelated Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 600,000 | |||
Number of shares issued during period | 60,000 | 60,000 | ||
Remaining shares of vesting during period | 540,000 | |||
Management Services Agreement [Member] | Chief Operating Officer [Member] | ||||
Due to officer | $ 84,000 | |||
Commission on gross sales, percent | 3.00% | |||
Management Services Agreement [Member] | Chief Operating Officer [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 1,000,000 | |||
Number of shares issued during period | 100,000 | |||
Remaining shares of vesting during period | 900,000 | |||
Management Services Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Number of shares issued during period | 100,000 | |||
Management Services Agreement [Member] | President [Member] | ||||
Due to officer | $ 84,000 | |||
Signing bonus | $ 31,200 | |||
Debt conversion price per share | $ 0.001 | |||
Management Services Agreement [Member] | President [Member] | Series D Convertible Preferred 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 Convertible Preferred Stock [Member] | ||||
Number of shares issued during period | 400,000 | |||
Services Agreement [Member] | Unrelated Third Party [Member] | ||||
Due to officer | $ 96,000 | |||
Services Agreement [Member] | Unrelated Third Party [Member] | Series D Convertible Preferred Stock [Member] | ||||
Issue an aggregate of shares | 4,000,000 | |||
Number of shares issued during period | 400,000 | |||
Remaining shares of vesting during period | 3,600,000 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | May 31, 2017 | ||
Receivables [Member] | ||||
Concentrations percentage | 10.00% | |||
Customer 1 [Member] | Revenues [Member] | ||||
Concentrations percentage | 16.00% | 52.00% | ||
Customer 1 [Member] | Receivables [Member] | ||||
Concentrations percentage | 25.00% | 67.00% | ||
Customer 2 [Member] | Revenues [Member] | ||||
Concentrations percentage | 12.00% | 16.00% | ||
Customer 2 [Member] | Receivables [Member] | ||||
Concentrations percentage | 18.00% | 11.00% | ||
Customer 3 [Member] | Revenues [Member] | ||||
Concentrations percentage | 12.00% | 10.00% | ||
Customer 3 [Member] | Receivables [Member] | ||||
Concentrations percentage | 15.00% | [1] | ||
Customer 4 [Member] | Receivables [Member] | ||||
Concentrations percentage | 12.00% | [1] | ||
[1] | not greater than 10% |
Concentrations - Schedule of 38
Concentrations - Schedule of Concentration of Companies Revenues and Receivables (Details) (Parenthetical) | 12 Months Ended |
May 31, 2017 | |
Receivables [Member] | |
Concentrations percentage | 10.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | Dec. 31, 2017 | May 31, 2017 | Apr. 03, 2018 | Mar. 01, 2018 | May 09, 2014 | |
Number of shares issued upon conversion, value | $ (2,500) | $ 16,200 | ||||||
Debt instrument interest rate | 8.00% | |||||||
Conversion of stock issued | 12,165 | |||||||
Common Stock [Member] | ||||||||
Number of shares issued upon conversion | 40,376,511 | |||||||
Number of shares issued upon conversion, value | $ 244,931 | |||||||
Subsequent Event [Member] | ||||||||
Number of shares issued upon conversion | 6,980,733 | |||||||
Number of shares issued upon conversion, value | $ 29,150 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Conversion of stock issued | 25,332,900 | |||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | ||||||||
Conversion of stock issued | 2,533,290 | |||||||
Subsequent Event [Member] | Promissory Notes [Member] | ||||||||
Debt instrument face amount | $ 10,000 | $ 4,000 | ||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||
Subsequent Event [Member] | April 2018 [Member] | ||||||||
Number of shares issued upon conversion | 6,980,733 | |||||||
Number of shares issued upon conversion, value | $ 29,150 | |||||||
Subsequent Event [Member] | April 2018 [Member] | Common Stock [Member] | ||||||||
Conversion of stock issued | 25,332,900 | |||||||
Subsequent Event [Member] | April 2018 [Member] | Series D Convertible Preferred Stock [Member] | ||||||||
Conversion of stock issued | 2,533,290 |