GroGenesis (GROG) 10-Q 16 Oct 17 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Aug. 31, 2017shares
Document and Entity Information:
Entity Registrant Name	GroGenesis, Inc.
Document Type	10-Q
Document Period End Date	Aug. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,497,055
Current Fiscal Year End Date	--05-31
Entity Common Stock, Shares Outstanding	99,303,178
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	2,018
Document Fiscal Period Focus	Q1
Trading Symbol	grog

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Aug. 31, 2017	May 31, 2017
Current assets:
Cash	$ 88,725	$ 1,513
Accounts receivable	55,194
Prepaid expenses	22,347	12,406
Advances		3,158
Inventory	5,171	4,417
Total current assets	171,437	21,494
Other assets
Property, plant and equipment	17,690	21,341
Total other assets	17,690	21,341
Total assets	189,127	42,835
Current liabilities:
Accounts payable and accrued liabilities	346,225	258,390
Current portion of long-term debt		3,383
Related party payables	129,173	177,544
Deferred revenue		8,652
Total current liabilities	475,398	447,969
Long-term liabilities:
Long-term debt		2,181
Total long-term liabilities		2,181
Total liabilities	475,398	450,150
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock value	99,303	99,303
Common stock subscribed value	486,822	35,000
Additional paid-in capital	4,559,462	4,559,462
Accumulated deficit	(5,311,425)	(4,990,375)
Common stock in treasury	94,926	94,926
Non-controlling interest	(25,507)	(15,779)
Total stockholders' equity (deficit)	(286,271)	(407,315)
Total liabilities and stockholders' equity (deficit)	$ 189,127	$ 42,835

BALANCE SHEETS (PARENTHETICAL)

BALANCE SHEETS (PARENTHETICAL) - $ / shares	Aug. 31, 2017	May 31, 2017
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	99,303,178
Common stock, shares outstanding	99,303,178	99,303,178
Common stock, shares in treasury	5,500,000	5,500,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Income Statement
Revenue	$ 62,586
Cost of sales	40,622
Gross profit	21,964
Expenses:
Consulting fees	115,791	$ 292,064
Depreciation	2,470	3,722
General and administrative	122,462	35,362
Transfer agent and filing fees	11,085	2,701
Professional fees	96,084	103,279
Total expenses	347,892	437,128
Loss from operations	(325,928)	(437,128)
Other income (expense)
Gain (loss) on disposal of fixed assets	(4,025)
Interest expense	825	805
Total other income (expense)	(4,850)	(805)
Net loss	(330,778)	(437,933)
Net income (loss) attributed to non-controlling interest	(9,728)
Net loss attributed to GroGenesis	$ (321,050)	$ (437,933)
Net loss per share - basic and diluted	$ 0	$ (0.01)
Weighted average shares outstanding - basic and diluted	99,303,178	86,866,842

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Aug. 31, 2017 - 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, 2017	99,303,178
Beginning Balance, amount at May. 31, 2017	$ 99,303	$ 35,000	$ 4,559,462	$ (4,990,375)	$ (94,926)	$ (15,779)	$ (407,315)
Share subscriptions		451,822					451,822
Non-controlling interest in a subsidiary						(9,728)	(9,728)
Net loss for the period				(321,050)			(321,050)
Ending Balance, shares at Aug. 31, 2017	99,303,178
Ending Balance, amount at Aug. 31, 2017	$ 99,303	$ 486,822	$ 4,559,462	$ (5,311,425)	$ (94,926)	$ (25,507)	$ (286,271)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (330,778)	$ (437,933)
Adjustments to reconcile net cash used in operating activities:
Depreciation	2,470	3,722
Common shares issued for services		210,273
Gain (loss) on disposal of fixed assets	(4,025)
Change in operating assets and liabilities
(Increase) decrease in accounts receivable	(55,194)	7,568
(Increase) decrease in prepaid expenses	(9,941)	10,594
(Increase) decrease in advances	3,158
(Increase) decrease in inventory	(754)	161
Increase (decrease) in accounts payable and accrued liabilities	87,835	92,813
Increase (decrease) in related party payables	(48,371)	(24,060)
Increase (decrease) in deferred revenue	(8,652)
Net cash used in operating activities	(356,202)	(136,862)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	7,874
Net cash used in investing activities	(7,874)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		140,000
Proceeds from share subscriptions	451,822	25,000
Payments for note payable	534	941
Net cash provided by financing activities	451,288	164,059
Net increase (decrease) in cash	87,212	27,197
Cash - beginning of period	1,513	12,387
Cash - end of period	88,725	39,584
SUPPLEMENTAL INFORMATION:
Interest paid	170	359
Income taxes paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Treasury stock acquired for property and equipment		$ 94,926

Nature of Operations, Basis of

Nature of Operations, Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Aug. 31, 2017
Notes
Nature of Operations, Basis of Presentation and Significant Accounting Policies	NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations GroGenesis, Inc. (“we,” “us,” “our,” or the “Company”) was incorporated pursuant to the laws of Nevada on May 19, 2010 under the name Lisboa Leisure, Inc. On October 18, 2013, we amended our articles of incorporation in order to change our name to GroGenesis, Inc. and to affect a forward split of our 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. The name change and split were conditions precedent to our asset acquisition agreements with Joseph Fewer of Aylmer, Ontario and Steven Moseley of Paris, Tennessee, whereby we agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business. On September 9, 2013, we entered into an asset purchase agreement with Joseph Fewer and Stephen Moseley, whereby we agreed to acquire all rights, title, and interest in and to the assets relating to our initial product, AgraBurst , (the “APA”). In consideration of Joseph Fewer selling the intellectual property comprising AgraBurst to us, 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, we issued to Mr. Fewer 12,500,000 post forward-split common shares in our capital. The APA also required that we complete a forward split of our 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 our former president be returned to treasury. We completed this forward-split on November 1, 2013. During our fiscal year ending May 31, 2016, we developed further enhancements to our AgraBurst formula to make it an all-natural, premium organic, non-GMO nano-surfactant for farmers, fertilizer manufacturers and commercial lawn and turf companies. Now called AgraBurst PRO and as our flagship product, it is considered an 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. We believe application of our Product can begin the process of improving the health of the soil while reducing the use of conventional chemical agricultural inputs. Our 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. All intercompany transactions have been eliminated in consolidation. Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 2017 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB). Significant Accounting Policies For reference to a complete list of significant accounting policies, these consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2017 (including the notes thereto) set forth on Form 10-K. During the three months ended August 31, 2017, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Going Concern and Management's

Going Concern and Management's Liquidity Plans	3 Months Ended
	Aug. 31, 2017
Notes
Going Concern and Management's Liquidity Plans	NOTE 2 - GOING CONCERN AND MANAGEMENT LIQUIDITY PLANS As of August 31, 2017, the Company had an accumulated deficit of approximately $5,311,425. For the three months ended August 31, 2017 and 2016, the Company incurred operating losses of $325,928 and $437,128 respectively, and used cash in operating activities of $356,202 and $136,862, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim consolidated financial statements, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Property, Plant and Equipment,

Property, Plant and Equipment, Disclosure	3 Months Ended
	Aug. 31, 2017
Notes
Property, Plant and Equipment, Disclosure	NOTE 3 - PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment consist of the following: August 31, 2017 May 31, 2017 Computer equipment $ 25,331 $ 17,456 Vehicle -- 19,176 25,331 36,632 Less: accumulated depreciation (7,641) (15,291) $ 17,690 $ 21,341 Depreciation expense was $2,470 and $3,722 for the three months ended August 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 $94,926 for the return of 5,000,000 shares of the Company’s common stock (see Note 4, 5). The Company currently outsources its product manufacturing to third parties.

Related Party Transactions Disc

Related Party Transactions Disclosure	3 Months Ended
	Aug. 31, 2017
Notes
Related Party Transactions Disclosure	NOTE 4 - RELATED PARTIES As of August 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 August 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 August 31, 2017, the Company owes the former President of the Company $46,791 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 matured 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 $2,249 as of August 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 August 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 August 31, 2017, the Company had loans of $10,825 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 Company’s 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 Company’s 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 Company’s common stock. These 5,500,000 shares are reflected as treasury stock as of August 31, 2017 and May 31, 2017.

Capital Stock Disclosure

Capital Stock Disclosure	3 Months Ended
	Aug. 31, 2017
Notes
Capital Stock Disclosure	NOTE 5 - 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. 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 of August 31, and May 31, 2017. As consideration for entering into the October PPM, the Company granted to participating investors in the Company’s 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. From June 2017 through August 2017, the Company completed private placements consisting of 4,518,222 units at a price of $0.10 per share for total proceeds of $451,822. 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 have not yet been issued as of this filing date and are reflected as common stock subscribed, totaling $451,822 as of August 31, 2017.

Warrants, Disclosure

Warrants, Disclosure	3 Months Ended
	Aug. 31, 2017
Notes
Warrants, Disclosure	NOTE 6 - WARRANTS As of August 31, 2017, there were 10,220,000 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 1.95 years and a weighted average exercise price of $0.182 per whole warrant for one common share. The warrants had an aggregate intrinsic value of $0 as of August 31, 2017. Whole share purchase warrants outstanding at August 31, 2017 are as follows: Number of whole share purchase warrants Weighted average exercise price per share 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 Issued -- -- Expired (1,650,000) 0.273 Exercised -- -- Outstanding, August 31, 2017 10,220,000 $ 0.182 Exercisable, August 31, 2017 10,220,000 $ 0.182

Commitments Disclosure

Commitments Disclosure	3 Months Ended
	Aug. 31, 2017
Notes
Commitments Disclosure	NOTE 7 - 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 President’s 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 periods ended August 31, 2017 and 2016, the Company recognized $0 and $2,100, respectively, as rent expense, leaving a balance of $0 remaining as a prepaid expense as of August 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 Shareholder’s 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 Company’s current Chief Executive Officer resigns all of his positions from the Company and ceases to provide any services to the Company.

Subsequent Events Disclosure

Subsequent Events Disclosure	3 Months Ended
	Aug. 31, 2017
Notes
Subsequent Events Disclosure	NOTE 8 - 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.

Nature of Operations, Basis o15

Nature of Operations, Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Policies)	3 Months Ended
	Aug. 31, 2017
Policies
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 2017 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).

Property, Plant and Equipment16

Property, Plant and Equipment, Disclosure: Property, Plant and Equipment Table (Tables)	3 Months Ended
	Aug. 31, 2017
Tables/Schedules
Property, Plant and Equipment Table	August 31, 2017 May 31, 2017 Computer equipment $ 25,331 $ 17,456 Vehicle -- 19,176 25,331 36,632 Less: accumulated depreciation (7,641) (15,291) $ 17,690 $ 21,341

Warrants, Disclosure_ Schedule

Warrants, Disclosure: Schedule of Warrants for Common Stock (Tables)	3 Months Ended
	Aug. 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, 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 Issued -- -- Expired (1,650,000) 0.273 Exercised -- -- Outstanding, August 31, 2017 10,220,000 $ 0.182 Exercisable, August 31, 2017 10,220,000 $ 0.182

Going Concern and Management'18

Going Concern and Management's Liquidity Plans (Details) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Details
Accumulated deficit	$ 5,311,425		$ 4,990,375
Loss from operations	325,928	$ 437,128
Net cash used in operating activities	$ 356,202	$ 136,862

Property, Plant and Equipment19

Property, Plant and Equipment, Disclosure: Property, Plant and Equipment Table (Details) - USD ($)	Aug. 31, 2017	May 31, 2017
Property, plant and equipment, gross	$ 25,331	$ 36,632
Property, plant and equipment, accumulated depreciation	(7,641)	(15,291)
Property, plant and equipment, net	17,690	21,341
Computer Equipment
Property, plant and equipment, gross	$ 25,331	17,456
Vehicles
Property, plant and equipment, gross		$ 19,176

Property, Plant and Equipment20

Property, Plant and Equipment, Disclosure (Details) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Depreciation	$ 2,470	$ 3,722
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

Related Party Transactions Di21

Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended
	Aug. 31, 2016	Aug. 31, 2017	May 31, 2017
Amount due to related party		$ 129,173	$ 177,544
Treasury stock shares		5,500,000	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		46,791
Spouse of the former President
Amount due to related party		4,000
From shareholders
Amount due to shareholders, loans		$ 10,825
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

Capital Stock Disclosure (Detai

Capital Stock Disclosure (Details) - USD ($)	Nov. 01, 2013	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
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 share subscriptions		$ 451,822	$ 25,000
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
Private Placement of Units - June 2017 thru August 2017
Common stock subscribed but unissued		4,518,222
Proceeds from share subscriptions		$ 451,822

Warrants, Disclosure_ Schedul23

Warrants, Disclosure: Schedule of Warrants for Common Stock (Details) - $ / shares	3 Months Ended	12 Months Ended
	Aug. 31, 2017	May 31, 2017	May 31, 2016
Details
Warrants outstanding	10,220,000	11,870,000	3,599,607
Warrants outstanding, weighted-average exercise price	$ 0.182	$ 0.194	$ 0.303
Warrants granted		10,020,000
Warrants expired	(1,650,000)	(1,749,607)
Warrants exercisable	10,220,000

Commitments Disclosure (Details

Commitments Disclosure (Details) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2016	May 31, 2014	Aug. 31, 2017	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
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