Document and Entity Information
Document and Entity Information | 6 Months Ended |
Nov. 30, 2015shares | |
Document and Entity Information: | |
Entity Registrant Name | GroGenesis, Inc. |
Document Type | 10-Q |
Document Period End Date | Nov. 30, 2015 |
Amendment Flag | false |
Entity Central Index Key | 1,497,055 |
Current Fiscal Year End Date | --05-31 |
Entity Common Stock, Shares Outstanding | 83,415,000 |
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 | 2,016 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | grog |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Current assets: | ||
Cash | $ 116,055 | $ 654 |
Prepaid expenses | 38,832 | 20,500 |
Amounts receivable | 2,475 | |
Inventory | 31,370 | 22,233 |
Total current assets | 186,257 | 45,862 |
Other assets | ||
Property, plant and equipment | 109,308 | 124,306 |
Intangible assets | 40,260 | 40,260 |
Total other assets | 149,568 | 164,566 |
Total assets | 335,825 | 210,428 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 117,943 | 117,548 |
Related party payables | 236,299 | 192,560 |
Deferred revenue | 12,375 | 12,375 |
Advance | 21,750 | 21,750 |
Total current liabilities | 388,367 | 344,233 |
Total liabilities | 388,367 | 344,233 |
STOCKHOLDER'S EQUITY (DEFICIT): | ||
Common stock value | 83,415 | 81,565 |
Common stock subscribed value | 255,000 | 255,000 |
Additional paid-in capital | 2,119,549 | 1,652,715 |
Accumulated deficit | (2,510,506) | (2,123,085) |
Total stockholders' equity (deficit) | (52,542) | (133,805) |
Total liabilities and stockholders' equity (deficit) | $ 335,825 | $ 210,428 |
BALANCE SHEETS (PARENTHETICAL)
BALANCE SHEETS (PARENTHETICAL) - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 83,415,000 | 81,565,000 |
Common stock, shares outstanding | 83,415,000 | 81,565,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement | ||||
Revenue | $ 29,562 | |||
Cost of sales | $ 415 | 7,514 | ||
Gross profit | (415) | 22,048 | ||
Expenses: | ||||
Commissions | 3,925 | |||
Consulting fees | $ 183,856 | 37,500 | $ 263,925 | 75,000 |
Depreciation | 8,849 | 8,738 | 17,587 | 17,477 |
General and administrative | 22,575 | 7,744 | 47,206 | 33,414 |
Transfer agent and filing fees | 6,989 | 1,846 | 11,257 | 15,077 |
Professional fees | 28,063 | 13,200 | 47,446 | 28,293 |
Total expenses | 250,332 | 69,028 | 387,421 | 173,186 |
Loss from operations | (250,332) | (69,443) | (387,421) | (151,138) |
Net loss | $ (250,332) | $ (69,443) | $ (387,421) | $ (151,138) |
Net loss per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 81,951,264 | 81,490,000 | 81,757,077 | 81,487,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (250,332) | $ (69,443) | $ (387,421) | $ (151,138) |
Adjustments to reconcile net cash used in operating activities: | ||||
Depreciation | 8,849 | 8,738 | 17,587 | 17,477 |
Common shares issued for services | 98,684 | |||
Change in operating assets and liabilities | ||||
(Increase) decrease in prepaid expenses | (18,332) | 4,200 | ||
(Increase) decrease in amounts receivable | 2,475 | 19,000 | ||
(Increase) decrease in inventory | (9,137) | (552) | ||
Increase (decrease) in accounts payable and accrued liabilities | 395 | 8,464 | ||
Increase (decrease) in related party payables | 43,739 | 90,508 | ||
Net cash used in operating activities | (252,010) | (12,041) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property, plant and equipment | 2,589 | |||
Net cash used in investing activities | (2,589) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of common stock | 370,000 | |||
Net cash provided by financing activities | 370,000 | |||
Net increase (decrease) in cash | 115,401 | (12,041) | ||
Cash - beginning of period | 654 | 12,188 | ||
Cash - end of period | $ 116,055 | $ 147 | $ 116,055 | $ 147 |
SUPPLEMENTAL INFORMATION: | ||||
Interest paid | ||||
Income taxes paid |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
Nature of Operations, Basis of Presentation and Significant Accounting Policies | NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 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 Companys 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. 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. Unless otherwise specified, all dollar amounts are expressed in United States dollars. Basis of Accounting The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the fiscal year ended May 31, 2015 filed on September 14, 2015. In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise indicated) considered necessary for a fair presentation have been included. Operating results for the three and six months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the year as a whole. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP 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 Companys 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 statements 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 under the first-in, first out (FIFO) valuation method. At November 30, 2015, inventory consists primarily of raw materials. Basic Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with Accounting Standards Codification ( ASC) Topic 260, Earnings per Share The Company had 1,850,000 and zero potentially dilutive shares from the outstanding common stock warrants as of November 30, 2015 and May 31, 2015, respectively. Financial Instruments The Companys financial instruments consist of cash and cash equivalents, accounts 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. 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. 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 Topic 740, Income Taxes ASC Topic 740 Fair value The Company measures and discloses the estimated fair value of its financial assets and liabilities using the fair value hierarchy prescribed by US GAAP. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a companys own assumptions about the inputs that market participants would use. Financial instruments consist principally of cash and cash equivalents, accounts 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. Equity Instruments Issued for Services Issuances of the Companys common stock for services is measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to board members is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a performance commitment which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those financial reporting dates. Based on the applicable guidance, the Company records the compensation cost but treats forfeitable unvested shares as unissued until the shares vest. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entitys contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. On April 29, 2015, the FASB issued an exposure draft to defer the effective date by one year. The Company is currently evaluating the impact of the amended guidance on its financial statements. 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. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
Going Concern and Management's Liquidity Plans | NOTE 2 - GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS 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 $2,510,506 as of November 30, 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 private placement or other securities offering on terms acceptable to the Company. |
Advance Disclosure
Advance Disclosure | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
Advance Disclosure | NOTE 3 - ADVANCE As of November 30, 2015, the Company owed $21,750 to an associate of the Companys management. The advance is unsecured, payable on demand and non-interest bearing. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
Related Party Transactions Disclosure | NOTE 4 - RELATED PARTY TRANSACTIONS On March 1, 2014, the Company entered into a Consulting Agreement with the Companys former Chief Operating Officer (the COO) whereby the Company agreed to pay the COO $2,500 per month. During the three and six months ended November 30, 2015, the Company incurred $1,417 and $8,917 of consulting fees to the former COO. As of November 30, 2015, the total balance owing to the former COO was $46,417. The former COO resigned as our Chief Operating Officer on September 17, 2015. On June 1, 2014, the Company entered into a Consulting Agreement with the Companys 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. As of November 30, 2015, the Company owes the former CFO of the Company $27,500, which is unsecured, non-interest bearing and due on demand. Prior to May 31, 2015, the former Vice President of Sales and Manufacturing (VPSM) paid for expenses on behalf of the Company and earned commissions on sales on behalf of the Company. As of November 30, 2015, the Company owed the former VPSM of the Company $72,896, which is unsecured, non-interest bearing and due on demand. This former VPSM resigned from the Company in July 2015. As of November 30, 2015, the Company owes the former President of the Company $22,161 for general and administration expenses and travel expenses paid on behalf of the Company and consulting services provided by the former President. The amount is unsecured, non-interest bearing and due on demand. The former President resigned as President, CEO, CFO, and as a director of the Company on September 18, 2015. As of November 30, 2015, the Company owes the spouse of the former President of the Company $4,000 for general and administration support services provided to the Company. The amount is unsecured, non-interest bearing and due on demand. As of November 30, 2015, the Company had loans of $63,325 from shareholders. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment. The Company has not yet formalized loan agreements for these loans. |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 5 - STOCKHOLDERS EQUITY During the six months ended November 30, 2015, the Company completed a private placement consisting of 1,850,000 units to an investor for total proceeds of $370,000. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock. The warrants have an exercise price of $0.40 per share and have a two-year term. On October 16, 2015, the Company approved the issuance of 300,000 forfeitable common shares to Jerry Platt for his appointment and services on our board of directors that he will render to the Company over a one-year period. These shares vest over one-year period and were valued at the fair value of the stock on the date of grant. The total amount recorded in general and administrative expense for the three months ending November 30, 2015 was $5,868, which was based on 34,521 shares earned at a fair value of the stock of $0.17. On October 19, 2015, the Company approved the issuance of 500,000 common shares to Richard D. Kamolvathin for his acceptance of the position of Chief Executive Officer of the Company. The Company recorded a total expense of $85,000 for these shares during the three months ended November 30, 2015, based on the fair value of all 500,000 fully vested shares at a fair value of $0.17 per share. As of November 30, 2015, these shares have not been issued yet. No further expense will be recognized for these shares. On October 28, 2015, the Company approved the issuance of 300,000 forfeitable common shares to Brian Yale for his appointment and services on our board of directors that he will render to the Company over a one-year period. These shares vest over one-year period and were valued at the fair value of the stock on the date of grant. The total amount recorded in general and administrative expense for the three months ending November 30, 2015 was $4,611, which was based on 27,123 shares earned at a fair value of the stock of $0.17. On November 4, 2015, the Company approved the issuance of 300,000 forfeitable common shares to David E. Colburn for his appointment and services on our board of directors that he will render to the Company over a one-year period. These shares vest over one-year period and were valued at the fair value of the stock on the date of grant. The total amount recorded in general and administrative expense for the three months ending November 30, 2015 was $3,205, which was based on 21,370 shares earned at a fair value of the stock of $0.15. Warrants for Common Stock A summary of warrant activity as of November 30, 2015 and changes during the six months ended is presented below: Number Outstanding Weighted- Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at May 31, 2015 - $ - - - Granted 1,850,000 0.40 1.8 - Exercised - - - - Canceled or expired - - - - Outstanding at November 30, 2015 1,850,000 $ 0.40 1.8 - Warrants exercisable at November 30, 2015 13,157,016 $ 0.40 1.8 - The intrinsic value is the difference between the closing stock price on November 30, 2015 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holder exercised their warrants on November 30, 2015. |
Commitments Disclosure
Commitments Disclosure | 6 Months Ended |
Nov. 30, 2015 | |
Notes | |
Commitments Disclosure | NOTE 6 - 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 former President of the Company whereby he would 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, which had not yet occurred as of the date of the former Presidents resignation. As of November 30, 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. 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 three and six months ended November 30, 2015, the Company recognized $2,100 and $4,200 as rent expense, leaving a balance of $6,300 remaining in prepaid expense as of November 30, 2015. 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. During the three and six months ending November 30, 2015, the Company recorded consulting fee expense of $0 and $15,000 under this agreement. |
Nature of Operations, Basis o12
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Basis of Accounting Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Basis of Accounting Policy | Basis of Accounting The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the fiscal year ended May 31, 2015 filed on September 14, 2015. In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise indicated) considered necessary for a fair presentation have been included. Operating results for the three and six months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the year as a whole. |
Nature of Operations, Basis o13
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Use of Estimates Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Use of Estimates Policy | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Nature of Operations, Basis o14
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Cash and Cash Equivalents Policy | Cash and Cash Equivalents For purposes of the statements 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. |
Nature of Operations, Basis o15
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Inventory Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Inventory Policy | Inventory Inventory is stated at the lower of cost or market under the first-in, first out (FIFO) valuation method. At November 30, 2015, inventory consists primarily of raw materials. |
Nature of Operations, Basis o16
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Basic Net Income (loss) Per Share Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Basic Net Income (loss) Per Share Policy | Basic Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with Accounting Standards Codification ( ASC) Topic 260, Earnings per Share The Company had 1,850,000 and zero potentially dilutive shares from the outstanding common stock warrants as of November 30, 2015 and May 31, 2015, respectively. |
Nature of Operations, Basis o17
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Financial Instruments Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Financial Instruments Policy | Financial Instruments The Companys financial instruments consist of cash and cash equivalents, accounts 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. |
Nature of Operations, Basis o18
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Revenue Recognition Policy (Policies) | 6 Months Ended |
Nov. 30, 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. |
Nature of Operations, Basis o19
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Income Taxes Policy (Policies) | 6 Months Ended |
Nov. 30, 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 Topic 740, Income Taxes ASC Topic 740 |
Nature of Operations, Basis o20
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Fair Value Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Fair Value Policy | Fair value The Company measures and discloses the estimated fair value of its financial assets and liabilities using the fair value hierarchy prescribed by US GAAP. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a companys own assumptions about the inputs that market participants would use. Financial instruments consist principally of cash and cash equivalents, accounts 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. |
Nature of Operations, Basis o21
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Equity Instruments Issued For Services Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Equity Instruments Issued For Services Policy | Equity Instruments Issued for Services Issuances of the Companys common stock for services is measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to board members is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a performance commitment which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those financial reporting dates. Based on the applicable guidance, the Company records the compensation cost but treats forfeitable unvested shares as unissued until the shares vest. |
Nature of Operations, Basis o22
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Recent Accounting Pronouncements Policy (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Policies | |
Recent Accounting Pronouncements Policy | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entitys contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. On April 29, 2015, the FASB issued an exposure draft to defer the effective date by one year. The Company is currently evaluating the impact of the amended guidance on its financial statements. 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. |
Stockholders' Equity Disclosu23
Stockholders' Equity Disclosure: Schedule of Warrants for Common Stock (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Tables/Schedules | |
Schedule of Warrants for Common Stock | Number Outstanding Weighted- Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at May 31, 2015 - $ - - - Granted 1,850,000 0.40 1.8 - Exercised - - - - Canceled or expired - - - - Outstanding at November 30, 2015 1,850,000 $ 0.40 1.8 - Warrants exercisable at November 30, 2015 13,157,016 $ 0.40 1.8 - |
Nature of Operations, Basis o24
Nature of Operations, Basis of Presentation and Significant Accounting Policies: Basic Net Income (loss) Per Share Policy (Details) | 3 Months Ended |
Nov. 30, 2015shares | |
Details | |
Potentially dilutive shares from the outstanding common stock warrants | 1,850,000 |
Going Concern and Management'25
Going Concern and Management's Liquidity Plans (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Details | ||
Accumulated deficit | $ 2,510,506 | $ 2,123,085 |
Advance Disclosure (Details)
Advance Disclosure (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Details | ||
Due to an associate of the Company's management | $ 21,750 | $ 21,750 |
Related Party Transactions Di27
Related Party Transactions Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2015 | May. 31, 2015 | Jun. 02, 2014 | Mar. 01, 2014 | |
Amount due to related party | $ 236,299 | $ 236,299 | $ 192,560 | ||
Former Chief Operating Officer | |||||
Monthly compensation | $ 2,500 | ||||
Consulting fees for services provided by related party | 1,417 | 8,917 | |||
Amount due to related party | 46,417 | 46,417 | |||
Former Chief Financial Officer | |||||
Monthly compensation | $ 2,500 | ||||
Amount due to related party | 27,500 | 27,500 | |||
Former Vice President of Sales and Manufacturing | |||||
Amount due to related party | 72,896 | 72,896 | |||
Former President | |||||
Amount due to related party | 22,161 | 22,161 | |||
Spouse of the former President | |||||
Amount due to related party | $ 4,000 | 4,000 | |||
From shareholders | |||||
Loans received from related parties | $ 63,325 |
Stockholders' Equity Disclosu28
Stockholders' Equity Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Nov. 30, 2015 | Nov. 30, 2015 | |
Private placement of Units | ||
Number of Units issued | 1,850,000 | |
Proceeds from Unit issuance | $ 370,000 | |
Description of Units | Each unit consisted of one share of common stock and a warrant to purchase one share of common stock | |
Exercise price of warrants | $ 0.40 | |
Jerry Platt for appointment and services, board of directors | ||
Approved issuance of common stock | 300,000 | |
General and administrative expense recorded | $ 5,868 | |
Common stock issued as compensation | 34,521 | |
Richard D. Kamolvathin for his acceptance as CEO | ||
Approved issuance of common stock | 500,000 | |
Sharebased compensation expense | $ 85,000 | |
Brian Yale for appointment and services, board of directors | ||
Approved issuance of common stock | 300,000 | |
General and administrative expense recorded | $ 4,611 | |
Common stock issued as compensation | 27,123 | |
David E. Colburn for appointment and services, board of directors | ||
Approved issuance of common stock | 300,000 | |
General and administrative expense recorded | $ 3,205 | |
Common stock issued as compensation | 21,370 |
Stockholders' Equity Disclosu29
Stockholders' Equity Disclosure: Schedule of Warrants for Common Stock (Details) | 6 Months Ended |
Nov. 30, 2015$ / sharesshares | |
Details | |
Warrants granted | 1,850,000 |
Warrants granted, weighted-average exercise price | $ / shares | $ 0.40 |
Warrants outstanding | 1,850,000 |
Warrants outstanding, weighted-average exercise price | $ / shares | $ 0.40 |
Warrants exercisable | 13,157,016 |
Commitments Disclosure (Details
Commitments Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2014 | Sep. 09, 2013 | |
Consulting fees | $ 183,856 | $ 37,500 | $ 263,925 | $ 75,000 | ||
Asset Purchase Agreement, Intellectual Property and Related Assets | ||||||
Common stock issued, asset purchase agreements | 12,500,000 | |||||
Monthly compensation | $ 7,000 | |||||
Minimum amount to be raised to fund operations | 500,000 | 500,000 | ||||
Asset Purchase Agreement, Equipment | ||||||
Common stock issued, asset purchase agreements | 5,000,000 | |||||
Easement Agreement | ||||||
Common stock issued, asset purchase agreements | 2,500,000 | |||||
Proceeds or value from issuance of stock | $ 25,200 | |||||
Rent expense | 2,100 | 4,200 | ||||
Prepaid expense balance | 6,300 | 6,300 | ||||
Consulting and Marketing Agreement, Consultant | ||||||
Monthly compensation | $ 10,000 | 10,000 | ||||
Consulting fees | $ 15,000 |