Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
May 31, 2017 | Nov. 30, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | GroGenesis, Inc. | |
Document Type | 10-K | |
Document Period End Date | May 31, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 1,497,055 | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 26,287,500 | |
Entity Public Float | $ 10,750,240 | |
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 | 2,017 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | grog |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2017 | May 31, 2016 |
Current assets: | ||
Cash | $ 1,513 | $ 12,387 |
Accounts receivable | 15,191 | |
Prepaid expenses | 12,406 | 33,835 |
Advances | 3,158 | 990 |
Inventory | 4,417 | 5,989 |
Total current assets | 21,494 | 68,392 |
Other assets | ||
Property, plant and equipment | 21,341 | 124,535 |
Total other assets | 21,341 | 124,535 |
Total assets | 42,835 | 192,927 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 258,390 | 130,952 |
Current portion of long-term debt | 3,383 | 3,210 |
Related party payables | 177,544 | 205,734 |
Deferred revenue | 8,652 | 12,375 |
Advance | 21,750 | |
Total current liabilities | 447,969 | 374,021 |
Long-term liabilities: | ||
Long-term debt | 2,181 | 5,564 |
Total long-term liabilities | 2,181 | 5,564 |
Total liabilities | 450,150 | 379,585 |
STOCKHOLDER'S EQUITY (DEFICIT): | ||
Common stock value | 99,303 | 88,544 |
Common stock subscribed value | 35,000 | 34,960 |
Additional paid-in capital | 4,559,462 | 2,614,522 |
Accumulated deficit | (4,990,375) | (2,924,684) |
Common stock in treasury | 94,926 | |
Non-controlling interest | (15,779) | |
Total stockholders' equity (deficit) | (407,315) | (186,658) |
Total liabilities and stockholders' equity (deficit) | $ 42,835 | $ 192,927 |
BALANCE SHEETS (PARENTHETICAL)
BALANCE SHEETS (PARENTHETICAL) - $ / shares | May 31, 2017 | May 31, 2016 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 99,303,178 | 88,543,571 |
Common stock, shares outstanding | 99,303,178 | 88,543,571 |
Common stock, shares in treasury | 5,500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Statement | ||
Revenue | $ 14,611 | |
Cost of sales | 15,804 | |
Gross profit | (1,193) | |
Expenses: | ||
Consulting fees | $ 1,766,011 | 551,636 |
Depreciation | 12,092 | 32,578 |
General and administrative | 108,641 | 109,254 |
Impairment on intangible assets | 40,260 | |
Transfer agent and filing fees | 12,665 | 14,522 |
Professional fees | 212,999 | 93,754 |
Total expenses | 2,112,408 | 842,004 |
Loss from operations | (2,112,408) | (843,197) |
Other income (expense) | ||
Gain (loss) on settlement of debt | 34,125 | 42,017 |
Interest expense | 3,187 | 419 |
Total other income (expense) | 30,938 | 41,598 |
Net loss | (2,081,470) | (801,599) |
Net income (loss) attributed to non-controlling interest | 15,779 | |
Net loss attributed to GroGenesis | $ (2,065,691) | $ (801,599) |
Net loss per share - basic and diluted | $ (0.02) | $ (0.01) |
Weighted average shares outstanding - basic and diluted | 94,261,430 | 83,278,856 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common stock | Common stock subscribed | Additional paid-in capital | Deficit accumulated | Treasury stock | Non-controlling interest in subsidiary | Total |
Beginning Balance, shares at May. 31, 2015 | 81,565,000 | ||||||
Beginning Balance, amount at May. 31, 2015 | $ 81,565 | $ 255,000 | $ 1,652,715 | $ (2,123,085) | $ (133,805) | ||
Common stock issued for cash, shares | 3,978,571 | ||||||
Common stock issued for cash, value | $ 3,979 | (255,000) | 761,021 | 510,000 | |||
Share subscriptions | 34,960 | 34,960 | |||||
Common stock issued for services, shares | 3,000,000 | ||||||
Common stock issued for services, value | $ 3,000 | 200,786 | 203,786 | ||||
Net loss for the period | (801,599) | (801,599) | |||||
Ending Balance, shares at May. 31, 2016 | 88,543,571 | ||||||
Ending Balance, amount at May. 31, 2016 | $ 88,544 | 34,960 | 2,614,522 | (2,924,684) | (186,658) | ||
Common stock issued for cash, shares | 5,659,607 | ||||||
Common stock issued for cash, value | $ 5,659 | (34,960) | 560,301 | 531,000 | |||
Share subscriptions | 35,000 | 35,000 | |||||
Common stock issued for services, shares | 5,100,000 | ||||||
Common stock issued for services, value | $ 5,100 | 1,082,274 | 1,087,374 | ||||
Common stock returned to treasury, value | $ (94,926) | (94,926) | |||||
Stock options issued for services | 302,365 | 302,365 | |||||
Non-controlling interest in a subsidiary | $ (15,779) | (15,779) | |||||
Net loss for the period | (2,065,691) | (2,065,691) | |||||
Ending Balance, shares at May. 31, 2017 | 99,303,178 | ||||||
Ending Balance, amount at May. 31, 2017 | $ 99,303 | $ 35,000 | $ 4,559,462 | $ (4,990,375) | $ (94,926) | $ (15,779) | $ (407,315) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,081,470) | $ (801,599) |
Adjustments to reconcile net cash used in operating activities: | ||
Depreciation | 12,092 | 32,578 |
Common shares issued for services | 1,087,374 | 203,786 |
Stock options issued for services | 302,365 | |
Impairment on intangible assets | 40,260 | |
Gain (loss) on settlement of debt | 34,125 | 42,017 |
Change in operating assets and liabilities | ||
(Increase) decrease in accounts receivable | 15,191 | (12,716) |
(Increase) decrease in prepaid expenses | 21,429 | (13,335) |
(Increase) decrease in advances | (2,168) | (990) |
(Increase) decrease in inventory | 1,572 | 16,244 |
Increase (decrease) in accounts payable and accrued liabilities | 127,438 | 13,404 |
Increase (decrease) in related party payables | (28,190) | 55,191 |
Increase (decrease) in deferred revenue | 8,652 | |
Net cash used in operating activities | (569,840) | (509,194) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | 3,824 | 23,577 |
Net cash used in investing activities | (3,824) | (23,577) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 531,000 | 510,000 |
Proceeds from share subscriptions | 35,000 | 34,960 |
Payments for note payable | 3,210 | 456 |
Net cash provided by financing activities | 562,790 | 544,504 |
Net increase (decrease) in cash | (10,874) | 11,733 |
Cash - beginning of period | 12,387 | 654 |
Cash - end of period | 1,513 | 12,387 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 1,016 | 204 |
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Note payable for vehicle financing | $ 9,230 | |
Treasury stock acquired for property and equipment | $ 94,926 |
Nature of The Organization and
Nature of The Organization and Business | 12 Months Ended |
May 31, 2017 | |
Notes | |
Nature of The Organization and Business | NOTE 1 - NATURE OF THE ORGANIZATION AND BUSINESS GroGenesis, Inc. (the "Company") was incorporated pursuant to the laws of Nevada on May 19, 2010 under the name Lisboa Leisure, Inc. On October 18, 2013, the Company amended its articles of incorporation in order to change its name to GroGenesis, Inc. and to affect a forward split of its issued and outstanding shares of common stock such that every one share of common stock issued and outstanding prior to the split be exchanged for 25 post-split shares of common stock and that the Company's post-forward split authorized capital consisted of 200,000,000 shares of common stock with a par value of $0.001. On September 9, 2013, the Company entered into an asset purchase agreement with Joseph Fewer and Stephen Moseley, whereby it agreed to acquire all rights, title, and interest in and to the assets relating to its initial product, AgraBurst , (the APA). In consideration of Joseph Fewer selling the intellectual property comprising AgraBurst to the Company, including the technology described in the United States provisional patent application number 61/897,584 - "Composition and Method for Enhancing Plant Growth", as well as all related assets necessary for operating a plant growth enhancement product manufacture and sales business as a going concern, the Company issued to Mr. Fewer 12,500,000 post forward-split common shares. The APA also required that the Company complete a forward split of its common stock such that 25 new shares of common stock are exchanged for each currently issued share of common stock outstanding, and that 74,000,000 shares of post-forward-split common stock held by the Companys former president be returned to treasury. The Company completed this forward-split on November 1, 2013. Nature of the Business The Company is a sustainable agricultural services enterprise offering food growers and turf producers an organic, nano-surfactant that enhances soil and crop health. Its flagship product, AgraBurst PRO , is a proprietary, all-natural, non-GMO agricultural input which improves the ability of the plant (crop, turf, tree, vine etc.) to enhance the efficient access of added nutrients incorporated in fertilizers, resulting in less fertilizer needed as well as improved water retention in soil. By optimizing the plant's uptake of applied pest and weed controls and fertilizers, producers can minimize other input costs while reducing the health risk to farm workers due to its non-toxic properties. AgraBurst PRO (the Product) is formulated for organic and non-GMO producers and those food growers seeking to convert to non-GMO and organic food production. The Company believes the application of the Product can begin the process of improving the health of the soil while reducing the use of conventional chemical agricultural inputs. Its strategy is to capitalize on the convergence of consumer demand, retailer demand/compliance and legislative drive toward environmental responsibility. The Company incorporated a 51% owned subsidiary, American Water Sanitation, LLC, on October 21, 2016 with the state of South Dakota. Unless otherwise specified, all dollar amounts are expressed in United States dollars. 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 $4,990,375 as of May 31, 2017 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, 2017 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Companys 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 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 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. 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, 2017 and 2016, the Company recorded an allowance of $0 and $1,150, respectively. Inventory Inventory is stated at the lower of cost or market under the first-in, first out (FIFO) valuation method. At May 31, 2017 and 2016, inventory consists of finished goods and 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 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had 11,870,000 and 3,599,607 potentially dilutive shares from the outstanding common stock warrants as of May 31, 2017 and 2016, respectively, and had 2,880,000 and zero potentially dilutive shares from outstanding stock options as of May 31, 2017 and 2016, respectively Financial Instruments The Companys 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. 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. Property and Equipment Property and equipment consists of computer equipment and vehicles, and is recorded at cost, less accumulated depreciation. Property and equipment is amortized on a straight-line basis over its estimated life of 3 years. Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the years ended May 31, 2017 and 2016, the Company recognized an impairment charge of $0 and $40,260, respectively for intangible assets. Comprehensive Loss ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, 2017 and 2016, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. 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 as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. 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, 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 July 9, 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. 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. |
Property, Plant and Equipment,
Property, Plant and Equipment, Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Property, Plant and Equipment, Disclosure | NOTE 3 - PROPERTY, PLANT AND EQUIPMENT The Companys property, plant and equipment consist of the following: May 31, 2017 May 31, 2016 Computer equipment $ 17,456 $ 13,631 Vehicle 19,176 19,176 Trade show booth -- 45,000 Manufacturing facility -- 124,529 36,632 202,336 Less: accumulated depreciation (15,291) (77,801) $ 21,341 $ 124,535 Depreciation expense was $12,092 and $32,578 for the years ended May 31, 2017 and 2016, respectively. On July 11, 2016, the Company exchanged its trade show booth and manufacturing facility assets with a net book value of $94,925 for the return of 5,000,000 shares of the Companys common stock (see Note 6, 7). The Company currently outsources its product manufacturing to third parties. |
Intangible Assets, Disclosure
Intangible Assets, Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Intangible Assets, Disclosure | NOTE 4 - INTANGIBLE ASSETS On September 30, 2014, the Company entered into an asset purchase agreement (Note 9) 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 was recorded as intangible assets. On May 31, 2014, the Company performed an impairment test on the intellectual property. The Company recorded an impairment of $1,107,101, leaving a carrying balance of $235,000 as of May 31, 2014. On May 31, 2016 and 2015, the Company performed impairment tests on the remaining balance of intellectual property and recorded impairment of $40,260 and $201,000, respectively, leaving a carrying balance of $0 as of May 31, 2016. The following represents changes in gross carrying amount of intangibles as of May 31, 2017 and 2016: Trademark Patent Intellectual Property Total Cost: Balance, May 31, 2016 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Additions -- -- -- -- Balance, May 31, 2017 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Accumulated amortization and impairment: Balance, May 31, 2016 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Additions -- -- -- -- Impairment -- -- -- -- Balance, May 31, 2017 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Carrying amounts: Balance, May 31, 2016 -- -- -- -- Balance, May 31, 2017 $ -- $ -- $ -- $ -- |
Advance Disclosure
Advance Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Advance Disclosure | NOTE 5 - ADVANCE As of May 31, 2017 and 2016, the Company owed $0 and $21,750, respectively to an associate of the Companys management. The advance was unsecured, payable on demand and non-interest bearing. The Company determined the debt was no longer due as of May 31, 2017 and recorded a gain on settlement of debt for the full $21,750. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Related Party Transactions Disclosure | NOTE 6 - RELATED PARTIES As of May 31, 2017, the Company owes a former COO of the Company $46,417, which is unsecured, non-interest bearing and due on demand. The former COO resigned as our Chief Operating Officer on September 17, 2015. As of May 31, 2017, the Company owes a former CFO of the Company $27,500, which is unsecured, non-interest bearing and due on demand. The former CFO started working for the Company on August 1, 2014 and resigned in April 2015. As of May 31, 2017, the Company owes the former President of the Company $46,082 for loans, general and administration expenses and travel expenses paid on behalf of the Company, and consulting services provided by the former President. The amount includes a loan for $18,762 which bears interest at 8.0% and matures on May 26, 2017. The note currently is in default and bears interest at the default interest rate of 15.0% beginning May 26, 2017. Total accrued interest is $1,539 as of May 31, 2017. The remaining amount due of $25,781 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 May 31, 2017, 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 May 31, 2017, the Company had loans of $33,325 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. On July 11, 2016, the Company entered into a Rescission Agreement and Mutual Release (the Rescission Agreements) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of 5,500,000 shares of the Companys Common Stock to the Company for cancellation. In conjunction with Rescission Agreements, the Company and the shareholders consented to a mutual release of any claims, current or contemplated. In connection with one of the Agreements, the Company exchanged its trade show booth and manufacturing facility assets with a net book value of $94,926 for the return of 5,000,000 shares of the Companys common stock, which is included in the 5,500,000 aggregate shares returned. In connection with the second Rescission Agreement, the shareholder agreed to rescind their consulting agreement and return 500,000 shares of the Companys common stock. These 5,500,000 shares are reflected as treasury stock as of May 31, 2017. |
Capital Stock Disclosure
Capital Stock Disclosure | 12 Months Ended |
May 31, 2017 | |
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. On August 11, 2015, the Company completed a private placement consisting of 600,000 units at a price of $0.20 per share for total proceeds of $120,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.40 and have a two-year term. On October 7, 2015, the Company completed a private placement consisting of 1,250,000 units at a price of $0.20 per share for total proceeds of $250,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.40 and have a two-year term. On October 19, 2015, the Company issued 500,000 shares of common stock to the Companys CEO for services at a price of $0.17 per share. In October and November of 2015, the Company issued a total of 900,000 shares of common stock to three of the Companys directors for services at a price of $0.17 per share. In January of 2016, the Company issued a total of 1,600,000 shares of common stock to four of the Companys directors for services valued at $0.055 per share. The shares vested on December 31, 2016. On March 4, 2016, the Company completed a private placement consisting of 1,400,000 units at a price of $0.10 per share for total proceeds of $140,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one-year term. From August through September 2016, the Company completed private placements consisting of 2,249,607 units at a price of $0.10 per share for total proceeds of $224,960, of which $34,960 was received prior to May 31, 2016 and is recorded as common stock subscribed as of May 31, 2016. Each unit consisted of one share of our common stock and one or three warrants to purchase one share of common stock. The warrants have exercise prices ranging from $0.15 to $0.20 and have terms ranging from one to three years. From October 2016 through May 2017, the Company completed private placements (the October PPM) consisting of 3,760,000 units at a price of $0.10 per share for total proceeds of $376,000. Each unit consisted of one share of our common stock and two warrants to purchase one share of common stock. The warrants have an exercise price of $0.15 and have a three-year term. These units include 350,000 units not yet issued as of this filing date that are reflected as common stock subscribed totaling $35,000. As consideration for entering into the October PPM, the Company granted to participating investors in the Companys previous private placements new terms on their common stock purchase warrants acquired under the previous private placements (Previous Warrants) as follows: (1) change the exercise term of the Previous Warrants from the date of issuance date to three years, (2) reduce the exercise price of the Previous Warrants from $0.20 to $0.15, and (3) add an additional warrant for one share of common stock with the foregoing terms. There was no additional accounting required for these warrants. On June 6, 2016, the Company issued 1,000,000 shares of common stock to a third-party consultant for services with a fair value of $151,000. On November 9, 2016, the Company issued 2,200,000 shares to consultants for services with a fair value of $440,000. The shares vested immediately. On November 9, 2016, the Company issued 1,900,000 shares to officers and directors for services with a fair value of $380,000. The shares vested immediately. During the fiscal year ended May 31, 2017, the Company recognized $116,374 in compensation expense related to common shares previously issued to four directors. All shares fully vested on December 31, 2016. During the fiscal year ended May 31, 2017, the Company recognized $302,365 in compensation expense related to stock options issued to directors and consultants. A total of 14,400,000 options were granted on November 9, 2016 and vest 20% (2,880,000 options) on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020. The options have an exercise price of $0.17 and have a 10-year term. The Company valued the options using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of 6 years, risk free rates of 2.09 percent, and annualized volatility of 241%. Total unrecognized expense was $2,138,270 as of May 31, 2017. On July 11, 2016, the Company entered into a Rescission Agreement and Mutual Release (the Rescission Agreements) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of 5,500,000 shares of the Companys Common Stock to the Company. In conjunction with Rescission Agreements, the Company and the shareholders consented to a mutual release of any claims, current or contemplated. In connection with one of the Rescission Agreements, the Company exchanged its trade show booth and manufacturing facility assets with a net book value of $94,926 for the return of 5,000,000 shares of the Companys common stock. In connection with the second Rescission Agreement, the shareholder agreed to rescind their consulting agreement and return 500,000 shares of the Companys common stock. These 5,500,000 shares are reflected as treasury stock as of May 31, 2017. |
Warrants, Disclosure
Warrants, Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Warrants, Disclosure | NOTE 8 - WARRANTS As of May 31, 2017, there were 11,870,000 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 1.92 years and a weighted average exercise price of $0.194 per whole warrant for one common share. The warrants had an aggregate intrinsic value of $0 as of May 31, 2017. Whole share purchase warrants outstanding at May 31, 2017 are as follows: Number of whole share purchase warrants Weighted average exercise price per share Outstanding, May 31, 2015 -- $ -- Issued 3,599,607 0.303 Expired -- -- Exercised -- -- Outstanding, May 31, 2016 3,599,607 $ 0.303 Issued 10,020,000 0.156 Expired (1,749,607) 0.200 Exercised -- -- Outstanding, May 31, 2017 11,870,000 $ 0.194 Exercisable, May 31, 2017 11,870,000 $ 0.194 |
Commitments Disclosure
Commitments Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Commitments Disclosure | NOTE 9 - 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 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. The Company incorporated this subsidiary on October 21, 2016 with the state of South Dakota under the name American Water Sanitation, LLC, of which the Company has a 51% ownership. 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 July 11, 2016, this Asset Purchase Agreement was rescinded and the shares were returned to the treasury. 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 fiscal year ended May 31, 2017 and 2016, the Company recognized $2,100 and $8,400, respectively, as rent expense, leaving a balance of $0 remaining as a prepaid expense as of May 31, 2017. On July 18, 2016, the Company entered into an Exchange Agreement (the Exchange Agreement) separately with two shareholders, whereby on the Effective Date (as defined below) each shareholder agreed to (i) surrender 10,000,000 shares of Common Stock of the Company, and (ii) assign such Common Stock to the Company for cancellation thereof pursuant to an Assignment of Interest; and whereby, in exchange, the Company shall (i) cancel the Shareholders Common Stock, (ii) issue each shareholder 20,000 shares of a new class of capital stock, namely a Series A Preferred Stock of $0.001 par value (the Exchange Stock), and (iii) enter the exchange on the books and records of the Company. Effective Date means the date the Exchange Agreement, including the Assignment of Interest, has been fully executed and delivered, the Company has obtained shareholder approval of the establishment of the class of Series A Preferred Stock and the Certificate of Designation establishing the Series A Preferred Stock has been filed with the Nevada Secretary of State. The Effective Date has not yet occurred as of the date of this filing. The Exchange Stock shall have a (a) redemption right, whereby each share of Exchange Stock shall be redeemable at $5.00 by the Company at such time that the Company (i) reports sales revenue of no less than $12,000,000 for any consecutive twelve (12) month period, (ii) reports earnings before interest, taxes, depreciation and amortization (EBITDA) of no less than $1,000,000 in any quarterly or annual report filed with the Securities Exchange Commission (the SEC), or (iii) achieves a current ratio (current assets divided by current liabilities) of 2.0 or greater as calculated based on any quarterly or annual report filed with the SEC; and a (b) Conversion Right, whereby each share of Exchange Stock shall be convertible by the holder into 500 shares of Common Stock of the Company, or back into their original amount of shares, upon (i) the Company filing a voluntary petition in bankruptcy, is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, or (ii) Richard Kamolvathin, the Companys current Chief Executive Officer resigns all of his positions from the Company and ceases to provide any services to the Company. |
Income Taxes, Disclosure
Income Taxes, Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Income Taxes, Disclosure | NOTE 10 - INCOME TAXES As of May 31, 2017, the Company had net operating loss carryforwards of approximately $4,000,000 available to reduce future years taxable income through 2037. 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, 2017 For the Year Ended May 31, 2016 Net loss $ 2,065,691 $ 801,599 Statutory tax rate 34% 34% Refundable federal income tax attributable to current operations 702,000 273,000 Non-deductible stock-based compensation (369,000) -- Change in valuation allowance (333,000) (273,000) 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, 2017 May 31, 2016 Deferred tax asset attributed to: Net operating losses $ 1,327,000 $ 994,000 Less, valuation allowance (1,327,000) (994,000) Net deferred tax assets $ -- $ -- The Company has provided a valuation allowance against its deferred tax assets given that there is substantial uncertainty as the Companys ability to realize future tax benefits through utilization of operating loss carryforwards. |
Subsequent Events Disclosure
Subsequent Events Disclosure | 12 Months Ended |
May 31, 2017 | |
Notes | |
Subsequent Events Disclosure | NOTE 11 - SUBSEQUENT EVENTS Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies: Basis of Accounting (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Basis of Accounting | Basis of Accounting The Companys 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 Accoun19
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Use of Estimates | 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 Companys 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 Accoun20
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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 Accoun21
Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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, 2017 and 2016, the Company recorded an allowance of $0 and $1,150, respectively. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Inventory Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Inventory Policy | Inventory Inventory is stated at the lower of cost or market under the first-in, first out (FIFO) valuation method. At May 31, 2017 and 2016, inventory consists of finished goods and raw materials. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Basic and Diluted Net Income (loss) Per Share Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had 11,870,000 and 3,599,607 potentially dilutive shares from the outstanding common stock warrants as of May 31, 2017 and 2016, respectively, and had 2,880,000 and zero potentially dilutive shares from outstanding stock options as of May 31, 2017 and 2016, respectively |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Financial Instruments Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Financial Instruments Policy | Financial Instruments The Companys 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 Accoun25
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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 Accoun26
Summary of Significant Accounting Policies: Property and Equipment Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Property and Equipment Policy | Property and Equipment Property and equipment consists of computer equipment and vehicles, and is recorded at cost, less accumulated depreciation. Property and equipment is amortized on a straight-line basis over its estimated life of 3 years. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Long-lived Assets Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Long-lived Assets Policy | Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the years ended May 31, 2017 and 2016, the Company recognized an impairment charge of $0 and $40,260, respectively for intangible assets. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies: Comprehensive Loss Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Comprehensive Loss Policy | Comprehensive Loss ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, 2017 and 2016, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies: Income Taxes Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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 as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies: Fair Value Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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, 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. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies: Equity Instruments Issued For Services Policy (Policies) | 12 Months Ended |
May 31, 2017 | |
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. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
May 31, 2017 | |
Policies | |
Recent Accounting Pronouncements | 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 July 9, 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. 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. |
Property, Plant and Equipment33
Property, Plant and Equipment, Disclosure: Property, Plant and Equipment Table (Tables) | 12 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Property, Plant and Equipment Table | May 31, 2017 May 31, 2016 Computer equipment $ 17,456 $ 13,631 Vehicle 19,176 19,176 Trade show booth -- 45,000 Manufacturing facility -- 124,529 36,632 202,336 Less: accumulated depreciation (15,291) (77,801) $ 21,341 $ 124,535 |
Intangible Assets, Disclosure_
Intangible Assets, Disclosure: Schedule of Intangible Assets (Tables) | 12 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Schedule of Intangible Assets | Trademark Patent Intellectual Property Total Cost: Balance, May 31, 2016 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Additions -- -- -- -- Balance, May 31, 2017 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Accumulated amortization and impairment: Balance, May 31, 2016 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Additions -- -- -- -- Impairment -- -- -- -- Balance, May 31, 2017 $ 1,130 $ 5,130 $ 1,342,101 $ 1,348,361 Carrying amounts: Balance, May 31, 2016 -- -- -- -- Balance, May 31, 2017 $ -- $ -- $ -- $ -- |
Warrants, Disclosure_ Schedule
Warrants, Disclosure: Schedule of Warrants for Common Stock (Tables) | 12 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Schedule of Warrants for Common Stock | Number of whole share purchase warrants Weighted average exercise price per share Outstanding, May 31, 2015 -- $ -- Issued 3,599,607 0.303 Expired -- -- Exercised -- -- Outstanding, May 31, 2016 3,599,607 $ 0.303 Issued 10,020,000 0.156 Expired (1,749,607) 0.200 Exercised -- -- Outstanding, May 31, 2017 11,870,000 $ 0.194 Exercisable, May 31, 2017 11,870,000 $ 0.194 |
Income Taxes, Disclosure_ Sched
Income Taxes, Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | For the Year Ended May 31, 2017 For the Year Ended May 31, 2016 Net loss $ 2,065,691 $ 801,599 Statutory tax rate 34% 34% Refundable federal income tax attributable to current operations 702,000 273,000 Non-deductible stock-based compensation (369,000) -- Change in valuation allowance (333,000) (273,000) Net refundable amount $ -- $ -- |
Income Taxes, Disclosure_ Sch37
Income Taxes, Disclosure: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
May 31, 2017 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | May 31, 2017 May 31, 2016 Deferred tax asset attributed to: Net operating losses $ 1,327,000 $ 994,000 Less, valuation allowance (1,327,000) (994,000) Net deferred tax assets $ -- $ -- |
Nature of The Organization an38
Nature of The Organization and Business (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Details | ||
Accumulated deficit | $ 4,990,375 | $ 2,924,684 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies: Accounts Receivable Policy (Details) | May 31, 2016USD ($) |
Details | |
Allowance for uncollectible accounts | $ 1,150 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies: Basic and Diluted Net Income (loss) Per Share Policy (Details) - shares | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Outstanding common stock warrants | ||
Potentially dilutive shares | 11,870,000 | 3,599,607 |
Outstanding stock options | ||
Potentially dilutive shares | 2,880,000 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies: Property and Equipment Policy (Details) | 12 Months Ended |
May 31, 2017 | |
Details | |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies: Long-lived Assets Policy (Details) | 12 Months Ended |
May 31, 2016USD ($) | |
Details | |
Impairment on intangible assets | $ 40,260 |
Property, Plant and Equipment43
Property, Plant and Equipment, Disclosure: Property, Plant and Equipment Table (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Property, plant and equipment, gross | $ 36,632 | $ 202,336 |
Property, plant and equipment, accumulated depreciation | (15,291) | (77,801) |
Property, plant and equipment, net | 21,341 | 124,535 |
Computer Equipment | ||
Property, plant and equipment, gross | 17,456 | 13,631 |
Vehicles | ||
Property, plant and equipment, gross | $ 19,176 | 19,176 |
Trade Show Booth | ||
Property, plant and equipment, gross | 45,000 | |
Manufacturing Facility | ||
Property, plant and equipment, gross | $ 124,529 |
Property, Plant and Equipment44
Property, Plant and Equipment, Disclosure (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Depreciation | $ 12,092 | $ 32,578 |
Rescission Agreement and Mutual Release | ||
Disposal of assets, exchanged for return of common stock | $ 94,926 | |
Common stock returned, exchanged for assets | 5,000,000 |
Intangible Assets, Disclosure (
Intangible Assets, Disclosure (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2014 | |
Impairment on intangible assets | $ 40,260 | |
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, Disclosure46
Intangible Assets, Disclosure: Schedule of Intangible Assets (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Intangible assets cost | $ 1,348,361 | $ 1,348,361 |
Intangible assets, accumulated amortization and impairment | 1,348,361 | 1,348,361 |
Trademark | ||
Intangible assets cost | 1,130 | 1,130 |
Intangible assets, accumulated amortization and impairment | 1,130 | 1,130 |
Patent | ||
Intangible assets cost | 5,130 | 5,130 |
Intangible assets, accumulated amortization and impairment | 5,130 | 5,130 |
Intellectual Property- | ||
Intangible assets cost | 1,342,101 | 1,342,101 |
Intangible assets, accumulated amortization and impairment | $ 1,342,101 | $ 1,342,101 |
Advance Disclosure (Details)
Advance Disclosure (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Advance | $ 21,750 | |
Gain (loss) on settlement of debt | $ 34,125 | 42,017 |
An associate of the Company's management | ||
Advance | $ 21,750 | |
Gain (loss) on settlement of debt | $ 21,750 |
Related Party Transactions Di48
Related Party Transactions Disclosure (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Amount due to related party | $ 177,544 | $ 205,734 |
Treasury stock shares | 5,500,000 | |
Former Chief Operating Officer | ||
Amount due to related party | $ 46,417 | |
Former Chief Financial Officer | ||
Amount due to related party | 27,500 | |
Former President | ||
Amount due to related party | 46,082 | |
Spouse of the former President | ||
Amount due to related party | 4,000 | |
From shareholders | ||
Amount due to shareholders, loans | 33,325 | |
Rescission Agreement and Mutual Release | ||
Disposal of assets, exchanged for return of common stock | $ 94,926 | |
Common stock returned, exchanged for assets | 5,000,000 | |
Treasury stock shares | 5,500,000 | 5,500,000 |
Capital Stock Disclosure (Detai
Capital Stock Disclosure (Details) - USD ($) | Nov. 01, 2013 | May 31, 2017 | May 31, 2016 |
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 | ||
Proceeds from sale of common stock | $ 531,000 | $ 510,000 | |
Fair value of services | $ 1,087,374 | $ 203,786 | |
Treasury stock shares | 5,500,000 | ||
Rescission Agreement and Mutual Release | |||
Disposal of assets, exchanged for return of common stock | $ 94,926 | ||
Common stock returned, exchanged for assets | 5,000,000 | ||
Treasury stock shares | 5,500,000 | 5,500,000 | |
Private Placement of Units - August 11, 2015 | |||
Common stock issued for cash | 600,000 | ||
Proceeds from sale of common stock | $ 120,000 | ||
Exercise price of warrants | $ 0.40 | ||
Private Placement of Units - October 7, 2015 | |||
Common stock issued for cash | 1,250,000 | ||
Proceeds from sale of common stock | $ 250,000 | ||
Exercise price of warrants | $ 0.40 | ||
CEO for services | |||
Common stock issued for services | 500,000 | ||
Directors for services - Oct and Nov 2015 | |||
Common stock issued for services | 900,000 | ||
Directors for services - January 2016 | |||
Common stock issued for services | 1,600,000 | ||
Private Placement of Units - March 4, 2016 | |||
Common stock issued for cash | 1,400,000 | ||
Proceeds from sale of common stock | $ 140,000 | ||
Exercise price of warrants | $ 0.20 | ||
Private Placement of Units - Aug thru Sept 2016 | |||
Common stock issued for cash | 2,249,607 | ||
Private Placement of Units - Oct 2016 thru May 2017 | |||
Common stock issued for cash | 3,760,000 | ||
Proceeds from sale of common stock | $ 376,000 | ||
Consultants for Services - June 6, 2017 | |||
Common stock issued for services | 1,000,000 | ||
Fair value of services | $ 151,000 | ||
Consultants for Services - November 9, 2016 | |||
Common stock issued for services | 2,200,000 | ||
Fair value of services | $ 440,000 | ||
Officers and directors for services - November 9, 2016 | |||
Common stock issued for services | 1,900,000 | ||
Fair value of services | $ 380,000 | ||
Related to common shares previously issued to four directors | |||
Share-based compensation expense | 116,374 | ||
Related to stock options issued to directors and consultants | |||
Share-based compensation expense | $ 302,365 | ||
Options granted | 14,400,000 | ||
Options granted, exercise price | $ 0.17 |
Warrants, Disclosure_ Schedul50
Warrants, Disclosure: Schedule of Warrants for Common Stock (Details) - $ / shares | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Details | ||
Warrants granted | 10,020,000 | 3,599,607 |
Warrants outstanding | 11,870,000 | 3,599,607 |
Warrants outstanding, weighted-average exercise price | $ 0.194 | $ 0.303 |
Warrants expired | (1,749,607) | |
Warrants exercisable | 11,870,000 |
Commitments Disclosure (Details
Commitments Disclosure (Details) - USD ($) | 12 Months Ended | |||
May 31, 2017 | May 31, 2016 | May 31, 2014 | Sep. 09, 2013 | |
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 | |||
Proceeds or value from issuance of stock | $ 1,342,101 | |||
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 | $ 8,400 |
Income Taxes, Disclosure (Detai
Income Taxes, Disclosure (Details) | May 31, 2017USD ($) |
Details | |
Net operating loss carry forwards | $ 4,000,000 |
Income Taxes, Disclosure_ Sch53
Income Taxes, Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Details | ||
Net loss attributable to GroGenesis | $ 2,065,691 | $ 801,599 |
Statutory tax rate | 34.00% | 34.00% |
Refundable federal income tax attributable to current operations | $ 702,000 | $ 273,000 |
Non-deductible stock-based compensation | (369,000) | |
Change in valuation allowance | $ (333,000) | $ (273,000) |
Income Taxes, Disclosure_ Sch54
Income Taxes, Disclosure: Schedule of Deferred Tax Assets (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Details | ||
Deferred tax asset attributable to operating loss | $ 1,327,000 | $ 994,000 |
Deferred tax assets, valuation allowance | $ (1,327,000) | $ (994,000) |