GroGenesis (GROG) 10-K 14 Sep 15 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	May. 31, 2015	Nov. 30, 2014
Document and Entity Information:
Entity Registrant Name	GroGenesis, Inc.
Document Type	10-K
Document Period End Date	May 31, 2015
Amendment Flag	false
Entity Central Index Key	1,497,055
Current Fiscal Year End Date	--05-31
Entity Common Stock, Shares Outstanding	81,565,000
Entity Public Float		$ 24,789,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Trading Symbol	grog

BALANCE SHEETS

BALANCE SHEETS - USD ($)	May. 31, 2015	May. 31, 2014
Current assets:
Cash	$ 654	$ 12,188
Prepaid expenses	20,500	18,900
Amounts receivable	2,475	19,000
Inventory	22,233	5,407
Total current assets	45,862	55,495
Other assets
Property, plant and equipment	124,306	159,259
Intangible assets	40,260	241,260
Total other assets	164,566	400,519
Total assets	210,428	456,014
Current liabilities:
Accounts payable and accrued liabilities	117,548	115,005
Related party payables	192,560	36,103
Deferred revenue	12,375
Advance	21,750	21,750
Total current liabilities	344,233	172,858
Total liabilities	344,233	172,858
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock value	81,565	81,430
Common stock subscribed value	255,000	21,000
Additional paid-in capital	1,652,715	1,605,600
Accumulated deficit	(2,123,085)	(1,424,874)
Total stockholders' equity (deficit)	(133,805)	283,156
Total liabilities and stockholders' equity (deficit)	$ 210,428	$ 456,014

BALANCE SHEETS (PARENTHETICAL)

BALANCE SHEETS (PARENTHETICAL) - $ / shares	May. 31, 2015	May. 31, 2014
Balance Sheet
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	81,565,000	81,430,000
Common stock, shares outstanding	81,565,000	81,430,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Income Statement
Revenue	$ 39,813	$ 60,475
Cost of sales	17,147	10,253
Gross profit	22,666	50,222
Expenses:
Commissions	3,925	3,550
Consulting fees	256,400	69,000
Depreciation	34,953	10,270
General and administrative	152,434	138,094
Impairment loss on intangible assets	201,000	1,107,101
Transfer agent and filing fees	18,263	7,134
Professional fees	53,902	72,220
Total expenses	720,877	1,407,369
Loss from operations	(698,211)	(1,357,147)
Net loss	$ (698,211)	$ (1,357,147)
Net loss per share - basic and diluted	$ (0.01)	$ (0.01)
Weighted average shares outstanding - basic and diluted	81,508,000	118,468,000

STATEMENT OF STOCKHOLDERS' EQUI

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common stock	Additional paid-in capital	Common stock subscribed	Deficit accumulated	Total
Beginning Balance, shares at May. 31, 2013	135,000,000
Beginning Balance, amount at May. 31, 2013	$ 135,000	$ (84,000)		$ (67,727)	$ (16,727)
Common stock issued for cash, shares	430,000				430,000
Common stock issued for cash, value	$ 430	150,070			$ 150,500
Finders fee		(6,300)			$ (6,300)
Common stock issued pursuant to asset purchase agreements, shares	17,500,000				17,500,000
Common stock issued pursuant to asset purchase agreements, value	$ 17,500	1,449,130			$ 1,466,630
Common stock issued pursuant to an easement agreement, shares	25,000,000				2,500,000
Common stock issued pursuant to an easement agreement, value	$ 2,500	22,700			$ 25,200
Return to treasury, shares	(74,000,000)				74,000,000
Return to treasury, value	$ (74,000)	74,000
Share subscriptions			$ 21,000		$ 21,000
Net loss for the period				(1,357,147)	(1,357,147)
Ending Balance, shares at May. 31, 2014	81,430,000
Ending Balance, amount at May. 31, 2014	$ 81,430	1,605,600	21,000	(1,424,874)	283,156
Common stock issued for cash, shares	135,000
Common stock issued for cash, value	$ 135	47,115	(21,000)		26,250
Share subscriptions			255,000		255,000
Net loss for the period				(698,211)	(698,211)
Ending Balance, shares at May. 31, 2015	81,565,000
Ending Balance, amount at May. 31, 2015	$ 81,565	$ 1,652,715	$ 255,000	$ (2,123,085)	$ (133,805)

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (698,211)	$ (1,357,147)
Adjustments to reconcile net cash used in operating activities:
Depreciation	34,953	10,270
Impairment loss on intangible assets	201,000	1,107,101
Change in operating assets and liabilities
(Increase) decrease in prepaid expenses	(1,600)	6,300
(Increase) decrease in amounts receivable	16,525	(19,000)
(Increase) decrease in inventory	(16,826)	(5,407)
Increase (decrease) in accounts payable and accrued liabilities	2,543	106,445
Increase (decrease) in related party payables	156,457	36,103
Increase (decrease) in deferred revenue	12,375
Net cash used in operating activities	(292,784)	(115,335)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		45,000
Net cash used in investing activities		(45,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	47,250	150,500
Proceeds from share subscriptions	234,000	21,000
Payments of finders' fees		6,300
Repayment of advance to related parties		2,150
Net cash provided by financing activities	281,250	163,050
Net increase (decrease) in cash	(11,534)	2,715
Cash - beginning of period	12,188	9,473
Cash - end of period	$ 654	$ 12,188
SUPPLEMENTAL INFORMATION:
Interest paid
Income taxes paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for acquisition of assets		$ 1,466,630
Common stock issued for prepaid expenses		$ 2,525,200

Nature of The Organization and

Nature of The Organization and Business	12 Months Ended
	May. 31, 2015
Notes
Nature of The Organization and Business	NOTE 1 - NATURE OF THE ORGANIZATION AND BUSINESS GroGenesis, Inc. (the "Company") was incorporated in the state of Nevada on May 19, 2010 under the name Lisboa Leisure, Inc. On September 9, 2013, the Company entered into two asset purchase agreements whereby the Company agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business. The agreements closed on February 7, 2014. The assets acquired are used in conjunction with the production, marketing, and sale of the crop surfactant to be sold under the name "AgraBurst". Effective November 1, 2013, the Company changed its name to GroGenesis, Inc. The Company’s former president, Maria Fernandes, resigned on closing. In addition, the Company has entered into an easement agreement whereby it was granted the right to use a portion of a farm located in Aylmer, Ontario, Canada for the purposes of using it as a demonstration farm in order to evaluate and exhibit the effects of GroGenesis. Nature of the Business The Company is an operating company in the agricultural and environmental sectors through its ownership, manufacture, and sale of a natural blend of plant extracts that is used as a liquid plant growth enhancer, known as AgraBurst crop surfactant formula SURF0107 ("AgraBurst"). A plant surfactant is a compound that lowers the surface tension between a liquid and a solid in order to allow for more efficient nutrient uptake in the plant. The Company commenced business in this sector in February 2014. In early January 2015, the Company introduced a new organic product, AgraBlast (“AgraBlast”). AgraBlast is a liquid broad-spectrum algaecide, fungicide, bactericide, and general sanitation product for use in agricultural industries. Going Concern These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $2,123,085 as of May 31, 2015 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock. There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	May. 31, 2015
Notes
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The Company has a May 31 year-end. Use of Estimates The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, valuation of shares for services and assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Inventory Inventory is stated at the lower of cost or market. At May 31, 2015, inventory consists of raw materials. Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, related party payables, and advances. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Property and Equipment Property and equipment consists of a trade show booth and a manufacturing facility and is recorded at cost, less accumulated depreciation. Property and equipment is amortized on a straight-line basis over its estimated life. Trade show booth 2 years Manufacturing facility 10 years Intangible Assets Intangible assets consist of intellectual property and all costs incurred to acquire a trademark and a patent application. Intellectual properties are capitalized in accordance with ASC Topic 350 “Intangibles - Goodwill and Other.” Revenue Recognition The Company recognizes revenue when product is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred and title has transferred, and collectability is reasonably assured. Accounts Receivable Accounts receivable are generally reported net of an allowance for uncollectible accounts. The allowance for uncollectible accounts is determined based on past collection experience and an analysis of outstanding balances. As of May 31, 2015 and 2014, the Company recorded an allowance of $1,150 and $0, respectively. Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment Comprehensive Loss ASC 220, Comprehensive Income Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes ASC 740 Fair value 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: · · · Financial instruments consist principally of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, related party payables and advances. The recorded values of all 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. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Property, Plant and Equipment D

Property, Plant and Equipment Disclosure	12 Months Ended
	May. 31, 2015
Notes
Property, Plant and Equipment Disclosure	NOTE 3 - PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment consist of the following: May 31, 2015 May 31, 2014 Trade show booth $ 45,000 $ 45,000 Manufacturing facility 124,529 124,529 169,529 169,529 Less: accumulated depreciation (45,223) (10,270) $ 124,306 $ 159,259 Depreciation expense was $34,953 and $10,270 for the years ended May 31, 2015 and 2014, respectively.

Intangible Assets Disclosure

Intangible Assets Disclosure	12 Months Ended
	May. 31, 2015
Notes
Intangible Assets Disclosure	NOTE 4 - INTANGIBLE ASSETS On September 30, 2014, the Company entered into an asset purchase agreement (Note 8) whereby the Company issued 12,500,000 shares of restricted common stock in exchange for intellectual property and related assets necessary for operating a plant surfactant manufacture and sale business. The fair value of the 12,500,000 shares of common stock of $1,342,101 has been recorded as intangible assets. On May 31, 2014, the Company performed an impairment test on the intellectual property. The Company recorded impairment of $1,107,101, leaving a carrying balance of $235,000 as May 31, 2014. On May 31, 2015, the Company performed an impairment test on the remaining $235,000 intellectual property. The Company recorded impairment of $201,000, leaving a carrying balance of $34,000 as May 31, 2015. The following represents changes in gross carrying amount of intangibles as of May 31, 2015 and 2014: Trademark Patent Intellectual Property Total Cost: Balance, May 31, 2014 $ 1,130 5,130 1,342,101 $ 1,348,361 Additions - - - - Balance, May 31, 2015 1,130 5,130 1,342,101 1,348,361 Accumulated amortization and impairment: Balance, May 31, 2014 - - 1,107,101 1,107,101 Additions - - - - Impairment - - 201,000 201,000 Balance, May 31, 2015 - - 1,308,101 1,308,101 Carrying amounts: Balance, May 31, 2014 1,130 5,130 235,000 241,260 Balance, May 31, 2015 $ 1,130 5,130 34,000 $ 40,260

Advance Disclosure

Advance Disclosure	12 Months Ended
	May. 31, 2015
Notes
Advance Disclosure	NOTE 5 - ADVANCE As of May 31, 2015 and 2014, the Company owed $21,750 to an associate of the Company’s management. The advance is unsecured, payable on demand and non-interest bearing.

Related Parties Disclosure

Related Parties Disclosure	12 Months Ended
	May. 31, 2015
Notes
Related Parties Disclosure	NOTE 6 - RELATED PARTIES On March 1, 2014, the Company entered into a Consulting Agreement with the Company’s former Chief Operations Officer (the “COO”) whereby the Company agreed to pay the COO $2,500 per month. During the year ended May 31, 2015, the Company recorded $30,000 of consulting fees for services provided by the COO. As of May 31, 2015, the Company owes the COO of the Company $37,500 (2014 - $7,500), which is unsecured, non-interest bearing and due on demand. On June 1, 2014, the Company entered into a Consulting Agreement with the Company’s former Chief Financial Officer (the “former CFO”), whereby the Company agreed to pay the CFO $2,500 per month. The former CFO started working for the Company on August 1, 2014 and resigned in April 2015. During the year ended May 31, 2015, the Company recorded $27,500 of consulting fees for services provided by the CFO. As of May 31, 2015, the Company owes the former CFO of the Company $27,500 (2014 - $0), which is unsecured, non-interest bearing and due on demand. During the year ended May 31, 2015, the Vice President of Sales and Manufacturing (“VPSM”) paid for expenses on behalf of the Company and collected revenue on sales on behalf of the Company. As of May 31, 2015, the Company owes the VPSM of the Company $72,896 (2014 - $12,605), which is unsecured, non-interest bearing and due on demand. As of May 31, 2015, the Company owes the President of the Company $51,576 (2014 - $15,998) for general and administration expenses and travel expenses paid on behalf of the Company and consulting services provided by the President. The amount is unsecured, non-interest bearing and due on demand. As of May 31, 2015, the Company owes the spouse of the President of the Company $6,000 (2014 - $0) for general and administration support services provided to the Company. The amount is unsecured, non-interest bearing and due on demand. During the year ended May 31, 2015, the Company received loans of $53,325 from two shareholders. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Capital Stock Disclosure

Capital Stock Disclosure	12 Months Ended
	May. 31, 2015
Notes
Capital Stock Disclosure	NOTE 7 - CAPITAL STOCK Effective November 1, 2013, the number of common shares authorized that may be issued by the Company increased from 75,000,000 common shares to 200,000,000 common shares with a par value of $0.001 per share. Effective November 1, 2013, the Company completed a 25:1 forward split of the Company's issued and outstanding common stock. Every one share of common stock issued and outstanding prior to the split was exchanged for 25 post-split shares of common stock. All share and per share amounts have been restated retroactively. During the year ended May 31, 2014, the Company issued 430,000 shares of common stock at $0.35 per share for total gross proceeds of $150,500. The Company paid finders fees of $6,300. During the year ended May 31, 2014, the Company issued 17,500,000 shares of common stock at a fair value of $1,466,630 pursuant to the two asset purchase agreements signed on September 9, 2013. During the year ended May 31, 2014, the Company issued 2,500,000 shares of common stock at a fair value of $25,200 pursuant to the easement agreement signed on September 9, 2013. During the year ended May 31, 2014, the former President of the Company returned 74,000,000 shares of common stock to treasury. On June 30, 2014, the Company completed a private placement consisting of 60,000 shares of common stock at a price of $0.35 per share for total proceeds of $21,000, which was received prior to May 31, 2014. On February 6, 2015, the Company completed a private placement consisting of 30,000 shares of common stock at a price of $0.35 per share for total proceeds of $10,500. On March 9, 2015, the Company completed a private placement consisting of 45,000 shares of common stock at a price of $0.35 per share for total proceeds of $15,750. On April 3, 2015, the Company completed a private placement consisting of 728,571 shares of common stock at a price of $0.35 per share for total proceeds of $255,000. As of May 31, 2015, the common stock had not been issued.

Commitments Disclosure

Commitments Disclosure	12 Months Ended
	May. 31, 2015
Notes
Commitments Disclosure	NOTE 8 - COMMITMENTS On September 9, 2013, the Company entered into an Asset Purchase Agreement whereby the Company agreed to acquire intellectual property as well as all related assets necessary for operating a plant growth enhancement product ("Plant Surfactant") manufacture and sale business. The agreement was closed on February 7, 2014. In consideration, the Company issued 12,500,000 shares of restricted common stock. In addition, the Company also agreed to incorporate a wholly-owned subsidiary that will hold these assets and conduct operations, and execute a consulting agreement with the President of the Company whereby he will receive $7,000 per month. The consulting agreement will become effective on the date that the Company raises a minimum of $500,000 to fund operations. As of February 28, 2015, the Company had not incorporated a wholly-owned subsidiary. On September 9, 2013, the Company entered into an Asset Purchase Agreement whereby the Company agreed to acquire certain equipment used in conjunction with the production, marketing and sale of the Plant Surfactant. The agreement closed on February 7, 2014. In consideration, the Company issued 5,000,000 shares of restricted common stock. In addition, the Company also agreed to execute a consulting agreement with the seller whereby he will receive $5,000 per month. The consulting agreement will become effective on the date that the Company raises a minimum of $500,000 to fund operations. On September 9, 2013, the Company entered into an Easement Agreement whereby the Company agreed to acquire the exclusive right to 10 acres of farm property located in Aylmer, Ontario, Canada, to operate as a demonstration farm in order to evaluate and exhibit the effects of using the plant surfactant for an initial term of 3 years. In consideration, the Company issued 2,500,000 shares of restricted common stock with a fair value of $25,200, which was recognized as a prepaid expense and is being amortized over the three year term. During the year ended May 31, 2015, the Company has recognized $8,400 (2014 - $6,300) as rent expense leaving a balance of $10,500 (2014 - $18,900) remaining in prepaid expense. On March 1, 2014, the Company entered into a Consulting Agreement with the Company’s Chief Operations Officer (the “COO”) whereby the Company agreed to pay the COO $2,500 per month. On March 1, 2014, the Company entered into a Consulting Agreement whereby the Company agreed to pay the consultant $2,500 per month effective January 1, 2014. On June 1, 2014, the Company entered into a Consulting Agreement with the Company’s former Chief Financial Officer (the “former CFO”) whereby the Company agreed to pay the former CFO $2,500 per month. On April 15, 2015, the Company entered into a Consulting and Marketing Service Agreement for a term of 90 days. Pursuant to the agreement, the Company agreed to pay the consultant $10,000 per month. On April 16, 2015, the Company entered into a Consulting Agreement for marketing services for a term of 2 months. Pursuant to the agreement, the Company agreed to pay the consultant $10,000 (paid).

Income Taxes Disclosure

Income Taxes Disclosure	12 Months Ended
	May. 31, 2015
Notes
Income Taxes Disclosure	NOTE 9 - INCOME TAXES As of May 31, 2015, the Company had net operating loss carryforwards of approximately $2,100,000 that may be available to reduce future years’ taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards. The components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below: For the Year Ended May 31, 2015 For the Year Ended May 31, 2014 Operating loss $ 698,211 $ 1,357,147 Statutory tax rate 34% 34% Refundable federal income tax attributable to current operations 237,000 461,430 Change in valuation allowance (237,000) (461,430) Net refundable amount $ - $ - The cumulative tax effect at the expected rate of 34% of significant items comprising the net deferred tax amount is: May 31, 2015 May 31, 2014 Deferred tax asset attributed to: Net operating losses $ 720,000 $ 484,457 Less, valuation allowance (720,000) (484,457) Net deferred tax assets $ - $ - The Company has provided a valuation allowance against its deferred tax assets given that it is in the exploration stage and there is substantial uncertainty as the Company’s ability to realize future tax benefits through utilization of operating loss carryforwards.

Summary of Significant Accoun16

Summary of Significant Accounting Policies: Basis of Accounting Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Basis of Accounting Policy	Basis of Accounting The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The Company has a May 31 year-end.

Summary of Significant Accoun17

Summary of Significant Accounting Policies: Use of Estimates Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Use of Estimates Policy	Use of Estimates The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, valuation of shares for services and assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Summary of Significant Accoun18

Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Cash and Cash Equivalents Policy	Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Summary of Significant Accoun19

Summary of Significant Accounting Policies: Inventory Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Inventory Policy	Inventory Inventory is stated at the lower of cost or market. At May 31, 2015, inventory consists of raw materials.

Summary of Significant Accoun20

Summary of Significant Accounting Policies: Basic and Diluted Net Income (loss) Per Share Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Basic and Diluted Net Income (loss) Per Share Policy	Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share

Summary of Significant Accoun21

Summary of Significant Accounting Policies: Financial Instruments Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Financial Instruments Policy	Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, related party payables, and advances. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Summary of Significant Accoun22

Summary of Significant Accounting Policies: Property and Equipment Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Property and Equipment Policy	Property and Equipment Property and equipment consists of a trade show booth and a manufacturing facility and is recorded at cost, less accumulated depreciation. Property and equipment is amortized on a straight-line basis over its estimated life. Trade show booth 2 years Manufacturing facility 10 years

Summary of Significant Accoun23

Summary of Significant Accounting Policies: Intangible Assets Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Intangible Assets Policy	Intangible Assets Intangible assets consist of intellectual property and all costs incurred to acquire a trademark and a patent application. Intellectual properties are capitalized in accordance with ASC Topic 350 “Intangibles - Goodwill and Other.”

Summary of Significant Accoun24

Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Revenue Recognition Policy	Revenue Recognition The Company recognizes revenue when product is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred and title has transferred, and collectability is reasonably assured.

Summary of Significant Accoun25

Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Accounts Receivable Policy	Accounts Receivable Accounts receivable are generally reported net of an allowance for uncollectible accounts. The allowance for uncollectible accounts is determined based on past collection experience and an analysis of outstanding balances. As of May 31, 2015 and 2014, the Company recorded an allowance of $1,150 and $0, respectively.

Summary of Significant Accoun26

Summary of Significant Accounting Policies: Long-lived Assets Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Long-lived Assets Policy	Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment

Summary of Significant Accoun27

Summary of Significant Accounting Policies: Comprehensive Loss Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Comprehensive Loss Policy	Comprehensive Loss ASC 220, Comprehensive Income

Summary of Significant Accoun28

Summary of Significant Accounting Policies: Income Taxes Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Income Taxes Policy	Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes ASC 740

Summary of Significant Accoun29

Summary of Significant Accounting Policies: Fair Value Policy (Policies)	12 Months Ended
	May. 31, 2015
Policies
Fair Value Policy	Fair value 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: · · · Financial instruments consist principally of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, related party payables and advances. The recorded values of all 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.

Summary of Significant Accoun30

Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	12 Months Ended
	May. 31, 2015
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Summary of Significant Accoun31

Summary of Significant Accounting Policies: Property and Equipment Policy: Estimated Lives Property and Equipment (Tables)	12 Months Ended
	May. 31, 2015
Tables/Schedules
Estimated Lives Property and Equipment	Trade show booth 2 years Manufacturing facility 10 years

Property, Plant and Equipment32

Property, Plant and Equipment Disclosure: Property, Plant and Equipment Table (Tables)	12 Months Ended
	May. 31, 2015
Tables/Schedules
Property, Plant and Equipment Table	May 31, 2015 May 31, 2014 Trade show booth $ 45,000 $ 45,000 Manufacturing facility 124,529 124,529 169,529 169,529 Less: accumulated depreciation (45,223) (10,270) $ 124,306 $ 159,259

Intangible Assets Disclosure_ S

Intangible Assets Disclosure: Schedule of Intangible Assets (Tables)	12 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of Intangible Assets	Trademark Patent Intellectual Property Total Cost: Balance, May 31, 2014 $ 1,130 5,130 1,342,101 $ 1,348,361 Additions - - - - Balance, May 31, 2015 1,130 5,130 1,342,101 1,348,361 Accumulated amortization and impairment: Balance, May 31, 2014 - - 1,107,101 1,107,101 Additions - - - - Impairment - - 201,000 201,000 Balance, May 31, 2015 - - 1,308,101 1,308,101 Carrying amounts: Balance, May 31, 2014 1,130 5,130 235,000 241,260 Balance, May 31, 2015 $ 1,130 5,130 34,000 $ 40,260

Income Taxes Disclosure_ Schedu

Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	For the Year Ended May 31, 2015 For the Year Ended May 31, 2014 Operating loss $ 698,211 $ 1,357,147 Statutory tax rate 34% 34% Refundable federal income tax attributable to current operations 237,000 461,430 Change in valuation allowance (237,000) (461,430) Net refundable amount $ - $ -

Income Taxes Disclosure_ Sche35

Income Taxes Disclosure: Schedule of Deferred Tax Assets (Tables)	12 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of Deferred Tax Assets	May 31, 2015 May 31, 2014 Deferred tax asset attributed to: Net operating losses $ 720,000 $ 484,457 Less, valuation allowance (720,000) (484,457) Net deferred tax assets $ - $ -

Nature of The Organization an36

Nature of The Organization and Business (Details) - USD ($)	May. 31, 2015	May. 31, 2014
Details
Accumulated deficit	$ 2,123,085	$ 1,424,874

Summary of Significant Accoun37

Summary of Significant Accounting Policies: Property and Equipment Policy: Estimated Lives Property and Equipment (Details)	12 Months Ended
	May. 31, 2015
Trade show booth
Property, Plant and Equipment, Useful Life	2 years
Manufacturing Facility
Property, Plant and Equipment, Useful Life	10 years

Summary of Significant Accoun38

Summary of Significant Accounting Policies: Accounts Receivable Policy (Details)	May. 31, 2015USD ($)
Details
Allowance for uncollectible accounts	$ 1,150

Summary of Significant Accoun39

Summary of Significant Accounting Policies: Long-lived Assets Policy (Details) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Details
Impairment loss on intangible assets	$ 201,000	$ 1,107,101

Property, Plant and Equipment40

Property, Plant and Equipment Disclosure: Property, Plant and Equipment Table (Details) - USD ($)	May. 31, 2015	May. 31, 2014
Property, plant and equipment, gross	$ 169,529	$ 169,529
Property, plant and equipment, accumulated depreciation	(45,223)	(10,270)
Property, plant and equipment, net	124,306	159,259
Trade show booth
Property, plant and equipment, gross	45,000	45,000
Manufacturing Facility
Property, plant and equipment, gross	$ 124,529	$ 124,529

Property, Plant and Equipment41

Property, Plant and Equipment Disclosure (Details) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Details
Depreciation	$ 34,953	$ 10,270

Intangible Assets Disclosure (D

Intangible Assets Disclosure (Details) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Common stock issued, asset purchase agreements		17,500,000
Fair value of shares issued for asset purchase agreements		$ 1,466,630
Impairment loss on intangible assets	$ 201,000	$ 1,107,101
Asset Purchase Agreement, Intellectual Property and Related Assets
Common stock issued, asset purchase agreements		12,500,000
Fair value of shares issued for asset purchase agreements		$ 1,342,101

Intangible Assets Disclosure_43

Intangible Assets Disclosure: Schedule of Intangible Assets (Details) - USD ($)	May. 31, 2015	May. 31, 2014
Intangible assets cost	$ 1,348,361	$ 1,348,361
Intangible assets, accumulated amortization and impairment	1,308,101	1,107,101
Intangible assets, balance	40,260	241,260
Trademark
Intangible assets cost	1,130	1,130
Intangible assets, balance	1,130	1,130
Patent
Intangible assets cost	5,130	5,130
Intangible assets, balance	5,130	5,130
Intellectual property assets
Intangible assets cost	1,342,101	1,342,101
Intangible assets, accumulated amortization and impairment	1,308,101	1,107,101
Intangible assets, balance	$ 34,000	$ 235,000

Advance Disclosure (Details)

Advance Disclosure (Details) - USD ($)	May. 31, 2015	May. 31, 2014
Details
Due to an associate of the Company's management	$ 21,750	$ 21,750

Related Parties Disclosure (Det

Related Parties Disclosure (Details) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Amount due to related party	$ 192,560	$ 36,103
Loans received from related parties	53,325
Chief Operating Officer
Monthly compensation	2,500
Consulting fees for services provided by related party	30,000
Amount due to related party	37,500	7,500
Chief Financial Officer
Monthly compensation	2,500
Consulting fees for services provided by related party	27,500
Amount due to related party	27,500
Executive Vice President
Amount due to related party	72,896	12,605
President
Amount due to related party	51,576	$ 15,998
Wife of the President
Amount due to related party	$ 6,000

Capital Stock Disclosure (Detai

Capital Stock Disclosure (Details) - USD ($)	Nov. 01, 2013	May. 31, 2015	May. 31, 2014
Common shares authorized that may be issued		200,000,000	200,000,000
Par value		$ 0.001	$ 0.001
Forward stock split	25:1 forward split
Common stock issued for cash			430,000
Proceeds from issuance of shares for cash		$ 26,250	$ 150,500
Finders fees			$ 6,300
Common stock issued, asset purchase agreements			17,500,000
Fair value of shares issued for asset purchase agreements			$ 1,466,630
Common stock issued, easement agreement			2,500,000
Fair value of shares issued for easement agreement			$ 25,200
Common stock returned to treasury			74,000,000
Common stock subscribed value		$ 255,000	$ 21,000
June 30, 2014
Common stock issued for cash		60,000
Proceeds from issuance of shares for cash		$ 21,000
February 6, 2015
Common stock issued for cash		30,000
Proceeds from issuance of shares for cash		$ 10,500
March 9, 2015
Common stock issued for cash		45,000
Proceeds from issuance of shares for cash		$ 15,750
April 3, 2015
Common stock subscribed but not yet issued		728,571

Commitments Disclosure (Details

Commitments Disclosure (Details) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014	Sep. 09, 2013
Common stock issued, asset purchase agreements		17,500,000
Common stock issued, easement agreement		2,500,000
Fair value of shares issued for easement agreement		$ 25,200
Chief Operating Officer
Monthly compensation	$ 2,500
Asset Purchase Agreement, Intellectual Property and Related Assets
Common stock issued, asset purchase agreements		12,500,000
Monthly compensation			$ 7,000
Asset Purchase Agreement, Equipment
Common stock issued, asset purchase agreements		5,000,000
Monthly compensation			5,000
Minimum amount to be raised to fund operations			$ 500,000
Easement Agreement
Common stock issued, easement agreement		2,500,000
Fair value of shares issued for easement agreement		$ 25,200
Rent expense	8,400	6,300
Prepaid expense balance	10,500	$ 18,900
Consulting Agreement, Consultant
Monthly compensation	2,500
Consulting Agreement, former CFO
Monthly compensation	2,500
Consulting and Marketing Agreement, Consultant
Monthly compensation	10,000
Consulting Agreement for Marketing Services, Consultant
Payment of consultant fee	$ 10,000

Income Taxes Disclosure (Detail

Income Taxes Disclosure (Details)	May. 31, 2015USD ($)
Details
Net operating loss carry forwards	$ 2,100,000

Income Taxes Disclosure_ Sche49

Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	May. 31, 2015	May. 31, 2014
Details
Operating loss	$ 698,211	$ 1,357,147
Statutory tax rate	34.00%	34.00%
Refundable federal income tax attributable to current operations	$ 237,000	$ 461,430
Change in valuation allowance	$ (237,000)	$ (461,430)

Income Taxes Disclosure_ Sche50

Income Taxes Disclosure: Schedule of Deferred Tax Assets (Details) - USD ($)	May. 31, 2015	May. 31, 2014
Details
Deferred tax asset attributable to operating loss	$ 720,000	$ 484,457
Deferred tax assets, valuation allowance	$ (720,000)	$ (484,457)