Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2018 | Aug. 29, 2019 | Nov. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Sustainable Projects Group Inc. | ||
Entity Central Index Key | 0001500305 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,873,675 | ||
Entity Common Stock, Shares Outstanding | 7,648,113 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2018 | May 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 1,419 | $ 161,096 |
Other receivables - related party - Note 5 | 447,400 | |
Interest receivables - Note 5 | 6,463 | |
Investments - Note 6 | 26,750 | |
Prepaid expenses and deposits - Note 7 | 611,250 | 6,917 |
TOTAL CURRENT ASSETS | 1,093,282 | 168,013 |
Long Term Assets: | ||
Note Receivable - Note 5 | 200,000 | |
Leasehold improvements - Note 8 | 2,041 | |
Mineral properties - Note 9 | 3,473,682 | 3,750,000 |
Intangible assets - Note 10 | 400,000 | |
TOTAL ASSETS | 5,169,005 | 3,918,013 |
Current Liabilities: | ||
Accounts payable and accrued liabilities - Note 11 | 68,949 | 38,072 |
Amount due to directors - Note 14 | 12,911 | 1,293 |
Amount due to shareholders - Note 14 | 9,833 | 9,833 |
Deferred revenue - Note 14 | 25,000 | 30,000 |
Notes payable - Note 12, 13 | 253,901 | |
Interest payable - Note 12, 13 | 48,702 | |
TOTAL CURRENT LIABILITIES | 116,693 | 381,801 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Common Stock - Note 12 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 9,090,018 (May 31, 2017 - 8,263,332) | 909 | 826 |
Additional Paid in Capital | 6,797,682 | 3,806,170 |
Shares Subscribed (not issued) - Note 12 | 59,598 | |
Accumulated Deficit | (1,746,279) | (330,382) |
TOTAL STOCKHOLDERS' EQUITY | 5,052,312 | 3,536,212 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 5,169,005 | $ 3,918,013 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | May 31, 2018 | May 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 9,090,018 | 8,263,332 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Revenues | ||
Revenues | $ 65,000 | $ 5,000 |
Operating Expenses | ||
Administrative and other operating expenses | 36,500 | 23,719 |
Advertising and Promotions | 4,763 | 5,559 |
Amortization | 3,208 | |
Consulting fees | 42,000 | |
Management fees | 88,040 | 3,625 |
Professional fees | 113,346 | 58,154 |
Rent | 3,250 | 750 |
Loss/Gain on disposition of assets | 30,596 | |
Loss on acquisition of deposit | 779,278 | |
Loss on debt extinguishment | 76,334 | |
TOTAL OPERATING EXPENSES | 1,177,315 | 91,807 |
Operating loss | (1,112,315) | (86,807) |
Other interest income | 6,463 | |
Interest expense | (2,727) | (14,478) |
Operating loss before income taxes | (1,415,897) | (101,285) |
Income Taxes | ||
Net loss and comprehensive loss | $ (1,415,897) | $ (101,285) |
Loss per share of common stock | ||
Basic and diluted | $ (0.160) | $ (0.014) |
Weighted average no. of shares of common stock | ||
Basic and diluted | 8,868,720 | 7,247,087 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Shares Subscribed [Member] | Accumlated Deficit [Member] | Total |
Balance at May. 31, 2016 | $ 700 | $ 16,300 | $ (229,097) | $ (212,097) | |
Balance, shares at May. 31, 2016 | 7,000,000 | ||||
Net loss and comprehensive loss | (19,732) | (19,732) | |||
Balance at Aug. 31, 2016 | $ 700 | 16,300 | (248,829) | (231,829) | |
Balance, shares at Aug. 31, 2016 | 7,000,000 | ||||
Balance at May. 31, 2016 | $ 700 | 16,300 | (229,097) | (212,097) | |
Balance, shares at May. 31, 2016 | 7,000,000 | ||||
Net loss and comprehensive loss | (101,285) | ||||
Balance at May. 31, 2017 | $ 826 | 3,806,170 | 59,598 | (330,382) | 3,536,212 |
Balance, shares at May. 31, 2017 | 8,263,332 | ||||
Balance at Aug. 31, 2016 | $ 700 | 16,300 | (248,829) | (231,829) | |
Balance, shares at Aug. 31, 2016 | 7,000,000 | ||||
Net loss and comprehensive loss | (26,265) | (26,265) | |||
Balance at Nov. 30, 2016 | $ 700 | 16,300 | (275,094) | (258,094) | |
Balance, shares at Nov. 30, 2016 | 7,000,000 | ||||
Net loss and comprehensive loss | (8,188) | (8,188) | |||
Balance at Feb. 28, 2017 | $ 700 | 16,300 | (283,282) | (266,282) | |
Balance, shares at Feb. 28, 2017 | 7,000,000 | ||||
Shares issued | $ 125 | 3,749,875 | 3,750,000 | ||
Shares issued, shares | 1,250,000 | ||||
Shares issued | $ 1 | 39,995 | 39,996 | ||
Shares issued, shares | 13,332 | ||||
Subscriptions received | 59,598 | 59,598 | |||
Subscriptions received, shares | |||||
Net loss and comprehensive loss | (47,100) | (47,100) | |||
Balance at May. 31, 2017 | $ 826 | 3,806,170 | 59,598 | (330,382) | 3,536,212 |
Balance, shares at May. 31, 2017 | 8,263,332 | ||||
Shares issued for assets | $ 40 | 1,399,960 | 1,400,000 | ||
Shares issued for assets, shares | 400,000 | ||||
Shares issued for assets | $ 1 | 20,999 | 21,000 | ||
Shares issued for assets, shares | 6,000 | ||||
Shares issued | $ 3 | 108,945 | (59,598) | 49,350 | |
Shares issued, shares | 31,128 | ||||
Shares issued for leasehold improvements | $ 1 | 34,999 | 35,000 | ||
Shares issued for leasehold improvements, shares | 10,000 | ||||
Shares issued | $ 8 | 275,340 | 275,348 | ||
Shares issued, shares | 78,671 | ||||
Shares issued for debts | $ 10 | 381,658 | (76,334) | 305,334 | |
Shares issued for debts, shares | 101,778 | ||||
Shares issued for services | $ 2 | 55,998 | 56,000 | ||
Shares issued for services, shares | 16,000 | ||||
Subscriptions received | 107,131 | 107,131 | |||
Subscriptions received, shares | |||||
Net loss and comprehensive loss | (869,406) | (869,406) | |||
Balance at Aug. 31, 2017 | $ 891 | 6,084,069 | 107,131 | (1,276,122) | 4,915,969 |
Balance, shares at Aug. 31, 2017 | 8,906,909 | ||||
Balance at May. 31, 2017 | $ 826 | 3,806,170 | 59,598 | (330,382) | 3,536,212 |
Balance, shares at May. 31, 2017 | 8,263,332 | ||||
Shares issued for debts | $ 305,334 | ||||
Shares issued for debts, shares | 101,778 | ||||
Net loss and comprehensive loss | $ (1,415,897) | ||||
Balance at May. 31, 2018 | $ 909 | 6,797,682 | (1,746,279) | 5,052,312 | |
Balance, shares at May. 31, 2018 | 9,090,018 | ||||
Balance at Aug. 31, 2017 | $ 891 | 6,084,069 | 107,131 | (1,276,122) | 4,915,969 |
Balance, shares at Aug. 31, 2017 | 8,906,909 | ||||
Shares issued | $ 4 | 142,127 | (107,131) | 35,000 | |
Shares issued, shares | 40,609 | ||||
Subscriptions received | 3,500 | 3,500 | |||
Subscriptions received | 20,000 | 20,000 | |||
Net loss and comprehensive loss | (73,723) | (73,723) | |||
Balance at Nov. 30, 2017 | $ 895 | 6,226,196 | 23,500 | (1,349,845) | 4,900,746 |
Balance, shares at Nov. 30, 2017 | 8,947,518 | ||||
Shares issued for assets | $ 1 | 41,999 | 42,000 | ||
Shares issued for assets, shares | 10,000 | ||||
Shares issued | 3,500 | (3,500) | |||
Shares issued, shares | 1,000 | ||||
Shares issued | 20,000 | (20,000) | |||
Shares issued, shares | 5,000 | ||||
Subscriptions received | 6,000 | 6,000 | |||
Shares to be issued for debts | 100,000 | 100,000 | |||
Net loss and comprehensive loss | (311,822) | (311,822) | |||
Balance at Feb. 28, 2018 | $ 896 | 6,291,695 | 106,000 | (1,661,667) | 4,736,924 |
Balance, shares at Feb. 28, 2018 | 8,963,518 | ||||
Shares issued for assets | $ 10 | 399,990 | 400,000 | ||
Shares issued for assets, shares | 100,000 | ||||
Shares issued | 6,000 | (6,000) | |||
Shares issued, shares | 1,500 | ||||
Shares issued for debts | $ 3 | 99,997 | (100,000) | ||
Shares issued for debts, shares | 25,000 | ||||
Net loss and comprehensive loss | (84,612) | (84,612) | |||
Balance at May. 31, 2018 | $ 909 | $ 6,797,682 | $ (1,746,279) | $ 5,052,312 | |
Balance, shares at May. 31, 2018 | 9,090,018 |
Statements of Stockholders' E_2
Statements of Stockholders' Equity (Parenthetical) - $ / shares | May 31, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | May 31, 2017 |
Shares issued price per share | $ 3.50 | $ 3.50 | ||
Share issued price for debt | 3.75 | 3 | ||
Leasehold Improvements [Member] | ||||
Shares issued price per share | 3.50 | 3.50 | ||
Common Shares [Member] | ||||
Shares issued price for assets | 4 | $ 4.20 | 3.50 | |
Shares issued price per share | 4 | 3.50 | $ 3.50 | 3.50 |
Share issued price for debt | $ 4 | 4 | 3 | |
Share issued price for service | 3.50 | |||
Subscriptions received price per share | 4 | 3.50 | 3.50 | |
Common Shares One [Member] | ||||
Shares issued price for assets | 3.50 | |||
Shares issued price per share | $ 4 | 3.50 | ||
Subscriptions received price per share | $ 4 | |||
Common Shares Two [Member] | ||||
Shares issued price per share | 3 | |||
Common Shares Three [Member] | ||||
Shares issued price per share | $ 3 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Cash Flows from operating activities: | ||
Net loss and comprehensive loss | $ (1,415,897) | $ (101,285) |
Adjustments to reconcile net income(loss) to net cash used in operating activities: | ||
Loss on debt extinguishment | 76,334 | |
Loss on acquisition of deposit | 779,278 | |
Loss on disposition of asset | 29,750 | |
Gain on disposition of asset | 846 | |
Impairment on mineral properties | 276,318 | |
Impairment on investments | 31,000 | |
Interest receivables | (6,463) | |
Amortization | 3,208 | |
Shares for services | 56,000 | |
Changes in current assets and liabilities | ||
Prepaid expenses | 163,722 | 6,917 |
Accounts payable and accrued expenses | (27,209) | 22,201 |
Amount due to directors | (4,699) | 0 |
Amount due to shareholders | (163,722) | (6,917) |
Deferred revenue | (27,209) | 22,201 |
Interest payable | (5,000) | 30,000 |
Net cash used in operating activities | (305,740) | (38,399) |
Cash Flows from investing activities: | ||
Note receivables | (200,000) | |
Purchase of investments | (258,996) | |
Proceeds from sale of investment | 6,000 | |
Net Cash used in investing activities | (452,996) | |
Cash Flows from financing activities: | ||
Proceeds from issuance of common stock | 496,331 | 39,996 |
Proceeds from notes payable | 100,000 | |
Proceeds from shares to be issued | 59,598 | |
Notes payable | 99,901 | |
Net Cash generated from financing activities | 596,331 | 199,495 |
Net (decrease) increase in cash and cash equivalents | (159,677) | |
Cash and cash equivalents at beginning of period | 161,096 | |
Cash and cash equivalents at end of period | 1,419 | 161,096 |
Cash paid for: | ||
Interest | 14,478 | |
Taxes | ||
Non-cash Financing and Investing Activities | ||
Common stock issued for mineral rights | 3,750,000 | |
Common stock issued for deposit on lease | 1,400,000 | |
Common stock issued for leasehold improvements | 35,000 | |
Common stock issued for investments | 463,000 | |
Common stock issued for debts | 405,334 | |
Accounts receivable issued for sale of investment | $ 257,400 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Sustainable Projects Group Inc. (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009 as Blue Spa Incorporated which was engaged in the development of an internet based retailer of a multi-channel concept combining a wholesale distribution with a retail strategy relating to the quality personal care products, fitness apparel and related accessories. On December 19, 2016, the Company amended its name from “Blue Spa Incorporated” to “Sustainable Petroleum Group Inc.” On September 6, 2017, the Company obtained a majority vote from its shareholders to amend the Company’s name from “Sustainable Petroleum Group Inc.” to “Sustainable Projects Group Inc.” to better reflect the business it has undertaken. The name change was effective on October 20, 2017. The Company is a multinational business development company that pursue investments and partnerships with companies across sustainable sectors. It is continually evaluating and acquiring assets for holding and/or for development. The Company is involved in mineral exploration, consulting services and collaborative partnerships. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern These financial statements have been prepared in conformity with generally accepted accounting principles in the United States or “GAAP”, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit and a working capital deficiency. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations. The Company has accumulated a deficit of $1,746,279 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has $1,419 cash on hand as at May 31, 2018. Cash used in operations was $303,012 for the twelve-month period ended May 31, 2018. Therefore, the Company will need to raise additional cash in order to fund ongoing operations over the next 12-month period. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all. |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 12 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Principal Accounting Policies | 3. Summary of principal accounting policies Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Segment Reporting Management has considered segment reporting for the current period and found that there were not material segments as of May 31, 2018 and May 31, 2017. Foreign currency translations The Company maintains an office in Naples, Florida. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. Intangible assets Included in intangible asset is the acquisition of the Gator Lotto App. The purchase includes the application for the Florida lotteries, all software rights to the Gator Lotto App, the domain, etc. This is amortized over its estimated useful life. The gross cost and accumulated amortization of the intangible asset will be removed when the recorded amounts are fully amortized and the asset is no longer in use. Comprehensive income The Company has adopted ASU 220 “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. For the year ended May 31, 2018 there are no material reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASU 220. Loss per share The Company reports basic loss per share in accordance with ASC Topic 260 Earnings Per Share (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All EPS presented in the financial statements are basic EPS as defined by ASU 260, “ Earnings Per Share Website development costs The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales. Concentration of credit risk The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. Deferred revenue Deferred revenue is a short-term liability that represents revenues received but not earned. When the Company recognizes its revenue, the deferred revenue liability will be eliminated. As at May 31, 2018, the Company received $25,000 deferred revenue. This was primarily composed of prepaid consulting services fees. Revenue recognition The Company recognize revenue in accordance with ASC 605-10 “Revenue Recognition” and Staff Accounting Bulletin No.104 which requires that four basic criteria must be met before revenue can be recognized: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred; 3) the selling price is fixed and determinable; and 4) collectability is reasonably assured. Financial instruments The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Mineral property costs and impairment All costs of acquisition and option costs of mineral and property rights are capitalized upon acquisition. To determine if the capitalized mineral property costs are in excess of their recoverable amount, the Company shall conduct periodic evaluation of the carrying value of the capitalized costs based upon expected future cash flows and/or estimated salvage value in accordance to ASC 360-10-35-15 “Impairment or Disposal of Long Lived Assets”. Exploration and pre-extraction expenditures shall be expensed until such time the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to search for mineralized materials shall be expensed as incurred. Expenditures relating to pre-extraction activities such as construction of mine, well fields, ion exchange facilities and disposal wells shall be expensed as incurred until such time proven or probable reserves are established for a particular project, after which subsequent expenditures relating to mine development activities for the particular project shall be capitalized as incurred. As at May 31, 2018, the Company recorded an impairment of $276,318 for the mineral properties. Fair value measurements The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Related parties Related parties are affiliates of the Company, principal owners of the Company, its management, members of the immediate families of the principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Another party also is a related party if it can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Equity investments The Company invests in equity securities of public and non-public companies for business and strategic purposes. Investments in public companies are carried at fair value based on quoted market prices. Investments in equity securities without readily determinable fair values are carried at cost, minus impairment, if any. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, and among other factors in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its’ carrying amount. Accounts receivables Trade accounts receivable are stated at the amount the Company expects to collect. Management considers the following factors when determining the collectability of specific customer accounts: customer credit worthiness, past transaction history, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on the management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. There are no receivables considered uncollectible as of May 31, 2018. As of May 31, 2018, there are no trade accounts receivables. Stock based compensation The Company follows the guideline under ASC 718, “Stock Compensation”. The standard provides that for all stock based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which requires that all share-based payments to both employees and directors be recognized in the income statement based on their fair values. For non-employees stock based compensation, the Company applies ASC 505 Equity-Based Payments to Non-employees. This standard provides that all stock based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably be measured or determinable. Income taxes The Company follows the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as at May 31, 2018 and 2017. The Company has identified its federal tax return and its state tax returns in the State of Nevada as its major tax jurisdictions. The Company maintains an office in the State of Florida and has also filed its registration there, and shall be subject to state tax returns in Florida as well. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
May 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 4. Recently issued accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company implemented the standard on the effective date of June 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s financial statements as the Company did not have a material amount of revenue. In February 2016, the FASB issued ASU 2016-02, “Leases”. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company does not have any leases at May 31, 2018 and will adopt the provisions effective June 1, 2018. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The provision sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This provision is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718)”, Improvements to Nonemployee Share-Based Payment Accounting”, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified nonemployee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. The new standard also eliminates the requirement to reassess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Management is currently evaluating the impact of adopting this standard. The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
Note Receivable
Note Receivable | 12 Months Ended |
May 31, 2018 | |
Receivables [Abstract] | |
Note Receivable | 5. Note receivable On June 28, 2017, the Company entered into a note receivable with a company with a common director of the Company in the amount of $200,000 with an interest rate of 3.5% per annum that is payable annually. Any unpaid interest shall be added to the principal of the loan on an annual basis and together will become the new amount used to calculate the amount of interest going forward. The note receivable, together with any accrued interest outstanding, is due March 15, 2022. As of May 31, 2018, the balance and interest owing was $206,463. Principal Interest Total $ 200,000 $ 6,463 $ 206,463 Other receivables – related party On January 18, 2018, the Company entered into an agreement with Amixca AG for a period of three years commencing February 1, 2018 to provide business development services. The prepayment of $190,000 to Amixca AG was supposed to serve as consulting fees over the next three year period. The consulting agreement with Amixca AG was never utilized and Amixca AG did not provide any services. The consulting agreement was annulled and Amixca AG agreed to return the deposit with a payment schedule spanning over a year, beginning July 5, 2019 of $20,000 and thereafter, the first of every month of $15,455 until the full $190,000 has been repaid. As of the date of this report, the Company is in receipt of repayment of $35,455. (See Note 14) The Company entered into a Share Purchase Agreement dated July 25, 2017 with Flin Ventures AG to purchase all the shares of myfactor.io AG for $175,500 (EUR 150,000) subject to due diligence, buy back of an outstanding bond issued by myfactor.io AG for $83,496 (EUR 70,000) and other conditions. Effective December 4, 2017, myfactor.io AG was purchased and the acquisition was classified as a held for sale asset and was recorded at fair market value. Due diligence costs with respect to this Share Purchase Agreement were included in investments. Each company was managed and financed autonomously. The Company held the asset and subsequently sold this asset in its present condition as at May 31, 2018 for $257,400 (EUR 220,000). Subsequent to the year ended May 31, 2018, the Company received incremental payments, spanning over the next 6 months, for the sale of the asset. (See Note 14) |
Investments
Investments | 12 Months Ended |
May 31, 2018 | |
Schedule of Investments [Abstract] | |
Investments | 6. Investments As of July 6, 2017, the Company entered into a share exchange agreement to acquire 20% ownership of SPG (Europe) AG by purchasing 2,000 shares of SP Group (Europe) AG from a shareholder of SP Group (Europe) AG, in exchange for the issuance of 6,000 common shares of the Company at a value of $3.50 per share, which was the fair value of the shares at the time of the transaction. In accordance to the Dividend Agreement signed by the parties, the Company is to receive 20% of the declared dividends. The Company shares a common director, common management and a majority shareholder with SP Group (Europe) AG. As a result, it was determined that the Company would ordinarily have significant influence; however, the investee lacks the financial information that the Company, and any other shareholder, would need to apply the equity method of accounting. The Company has attempted and failed to obtain that information and accordingly concluded it appropriate to account for the investment using the cost method at this time. On January 18, 2018, the Company sold 25% interest of its ownership of SP Group (Europe) AG for $6,000. Therefore, the Company now holds 15% interest of SP Group (Europe) AG. The sale from SP Group (Europe) AG created a gain of $750 for the Company. Subsequent to the year ended May 31, 2018, the Company sold all their remaining shares of SP Group (Europe) on December 26, 2018 back to SP Group (Europe) AG for $15,000. (See Note 14). On January 30, 2018, the Company acquired 10% ownership of Falcon Projects AG by purchasing 10 shares of Falcon Projects by issuing 10,000 shares of the Company valued at $4.20 per share. On December 26, 2018, the Company sold all of their shares of Falcon Projects AG for $11,000. (See Note 14). |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 12 Months Ended |
May 31, 2018 | |
Prepaid Expense, Current [Abstract] | |
Prepaid Expenses and Deposits | 7. Prepaid expenses and deposits May 31, 2018 May 31, 2017 Prepaid legal $ - $ 6,917 Prepaid expenses 5,250 - Deposit on lease (CHF) 600,000 - Foreign exchange on lease deposit 6,000 - Total $ 611,250 $ 6,917 Prepaid expenses represent rent of $1,750 and accounting services of $3,500. On June 23, 2017, the Company acquired a lease deposit in the amount of CHF600,000 for the office building located at Falkenstrasse 28, Zurich, Switzerland, 8008, made by an arm’s length party, Daniel Greising, on behalf of SP Group (Europe) AG. As consideration for an assignment of the lease deposit to the Company, the Company issued Mr. Greising 400,000 restricted shares of common stock. In addition, the owner of the office building granted a sublease of the office from SP Group (Europe) AG to the Company rent-free for a term of 10 years commencing July 1, 2017 to be completed and terminated on June 30, 2027. The shares were valued at $3.50 per share, which was the fair value of the shares at the time of the transaction, for a valuation of $1,400,000. The Company incurred a $779,278 loss on the acquisition of the deposit. The 400,000 restricted shares of common stock were returned back to treasury and subsequently cancelled at the beginning of February 2019. The Company no longer requires an office in Zurich and has terminated its arrangement for the office space. |
Leasehold Improvements
Leasehold Improvements | 12 Months Ended |
May 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Leasehold Improvements | 8. Leasehold Improvements On July 6, 2017, the Company issued 10,000 restricted common shares at a value of $3.50 per share for leasehold improvements rendered for a total valuation of $35,000. The fair value of the shares issued was used to measure the value of services received as that was more reliably measurable. The office lease in Zurich was terminated at the end of December 31, 2018. The Company has written down $29,750 to reflect the extinguishment of the leasehold improvements. Cost Accumulated Depreciation Net Leasehold Improvements $ 35,000 Write down of asset (29,750 ) Balance at May 31, 2018 $ 5,250 $ 3,208 $ 2,042 |
Mineral Properties
Mineral Properties | 12 Months Ended |
May 31, 2018 | |
Extractive Industries [Abstract] | |
Mineral Properties | 9. Mineral Properties On March 13, 2017, the Company entered into a property purchase agreement to acquire mineral claims located in the Thunder Bay Mining Division in the townships of Rickaby and Lapierre, Ontario, Canada. The Company paid 1,250,000 restricted common stocks at $3.00 per share, which was the fair value of the shares at the time of the transaction, for a total value of $3,750,000. (See Note 12). The Company has an interest in 13 mineral claims. All the mineral claims are contiguous. Nine (9) of the mineral claims are freehold patented mineral claims and the other four (4) mineral claims are unpatented Crown Land claims. The combined claims make up an area of 336 hectares which is equivalent to approximately 810 acres. Subsequent to May 31, 2018, the Company returned the interest of the mineral properties back to its original owner and negotiated the return of 1,052,631 of the restricted shares back to treasury and cancelled. The Company calculated the re-acquisition of the 1,052,631 restricted shares and determined that an impairment of $276,318 was required. |
Intangible Assets
Intangible Assets | 12 Months Ended |
May 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 10. Intangible Assets The Company entered into an agreement with Global Gaming Media Inc., a company with a common majority shareholder and acquired the Gator Lotto App on May 25, 2018 by issuing 100,000 restricted shares at $4.00 per share for the valuation of $400,000. The purchase includes the application for the Florida lotteries, all software rights to the Gator Lotto App, the domain, etc. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 11. Accounts payable and accrued liabilities Accounts payable and accrued liabilities as of May 31, 2018 are summarized as follows: May 31, 2018 May 31, 2017 Accrued audit fees $ 23,500 $ 9,000 Accrued accounting fees 20,500 1,126 Accrued legal fees 10,814 22,756 Accrued office expenses 14,135 5,190 Total $ 68,949 $ 38,072 |
Common Stock
Common Stock | 12 Months Ended |
May 31, 2018 | |
Equity [Abstract] | |
Common Stock | 12. Common stock Share issuances during the period ended May 31, 2018: a) Issued 400,000 restricted shares of common stock for the deposit for the office lease. The stocks issued were valued at $3.50 per share, which was the fair value of the shares at the time of the transaction, for a total value of $1,400,000. The Company recorded a $779,278 loss on the exchange. b) Issued 6,000 shares of common to acquire 20% of SP Group (Europe) AG. The shares were valued at $3.50 per share, which was the fair value of the shares at the time of the transaction, which was determined based on previous issuances in the current fiscal year. c) Sold 31,128 shares of common stock for cash at $3.50 per share. d) Issued 10,000 shares of common stock at $3.50 per share for leasehold improvements. e) Sold 78,671 shares of common stock for cash at $3.50 per share. f) Issued 101,778 shares of common stock at $3.00 per share for debt of $305,334 which consisted of $253,901 in principal loan and $51,433 in interest. At the time, the Company’s stock price was at $3.75 per share. The Company recorded a debt extinguishment loss of $76,334. g) Issued 16,000 shares of common stock at $3.50 per share for services rendered by a director of the Company in lieu of cash payment. h) Sold 40,609 shares of common stock for cash at $3.50 per share. i) Sold 1,000 shares of common stock for cash at $3.50 per share. j) Sold 5,000 shares of common stock for cash at $4.00 per share. k) Issued 10,000 shares of common stock at $4.20 per share for the purchase of 10% holdings of Falcon Projects AG. l) The Company settled a debt with Workplan Holding AG of CHF 100,000 by providing 25,000 restricted shares valued at $4.00 per share (see Note 14). The shares were issued subsequent to May 31, 2018. m) Sold 1,500 shares of common stock for cash at $4.00 per share. n) Issued 100,000 shares of common stock at $4.00 per share for the acquisition of Gator Lotto. Share issuances during the year ended May 31, 2017 a) Sold 13,332 shares of common stock at $3.00 per share. b) Issued 1,250,000 shares of common stock for the acquisition of 2 mineral properties. The shares were valued at $3.00 per share. At May 31, 2018, the Company had 9,090,018 common shares outstanding (May 31, 2017 – 8,263,332). There were no warrants or stock options outstanding as of May 31, 2018 and May 31, 2017. |
Notes Payable
Notes Payable | 12 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes payable On July 31, 2017, all the notes below were repaid in full. The Company issued 101,778 common shares by converting the debt at $3.00 per share. The Company recorded a debt extinguishment loss of $76,334. Related Parties: There were six (6) unsecured promissory notes bearing interest at 8% per annum which were due on demand to a shareholder of the Company. These promissory notes were repaid in full by converting into common shares of the Company at $3.00 per share. The balances shown were as of the date of the repayment. Date Principal Interest Total October 6, 2010 $ 3,000 $ 1,638 $ 4,638 February 22, 2011 1,500 773 2,273 May 17, 2011 7,500 3,727 11,227 September 16, 2011 5,000 2,351 7,351 November 4, 2011 5,000 2,297 7,297 December 14, 2012 13,000 4,647 17,647 Total $ 35,000 $ 15,433 $ 50,433 There were six (6) unsecured promissory notes bearing interest at 4% per annum which were due on demand due to shareholders of the Company. These promissory notes were repaid in full by converting into common shares of the Company at $3.00 per share. The balances shown were as of the date of the repayment. Date Principal Interest Total July 4, 2016 $ 1,000 $ 43 $ 1,043 July 12, 2016 25,000 1,052 26,052 September 15, 2016 20,000 699 20,699 December 22, 2016 13,901 337 14,238 January 13, 2017 10,000 218 10,218 March 08, 2017 30,000 477 30,477 Total $ 99,901 $ 2,826 $ 102,727 There was one (1) unsecured promissory note bearing interest at 8% per annum which was due on demand, and convertible at a conversion price of US$0.005 per share at the lender’s option. The convertible note was at the same interest rate as promissory notes that have no conversion feature. The promissory note was repaid in full by converting into common shares of the Company at $3.00 per share. The balance shown was as of the date of the repayment. Date Principal Interest Total September 04, 2013 $ 30,000 $ 9,376 $ 39,376 Unrelated Parties: There was one (1) unsecured promissory note bearing interest at 8% per annum which was due on demand. The promissory note was repaid in full by converting into common shares of the Company at $3.00 per share. The balance shown was as of the date of the repayment. Date Principal Interest Total March 15, 2012 $ 10,000 $ 4,305 $ 14,305 There were five (5) unsecured promissory notes bearing interest at 8% per annum which were due on demand, and convertible at a conversion price of US$0.005 per share at the lender’s option. The convertible notes were at the same interest rate as promissory notes that have no conversion feature. These promissory were repaid in full by converting into common shares of the Company at $3.00 per share. The balances shown were as of the date of the repayment. Date Principal Interest Total April 2, 2013 $ 14,000 $ 4,851 $ 18,851 October 15, 2013 15,000 4,554 19,554 January 8, 2014 10,000 2,849 12,849 December 3, 2014 20,000 4,261 24,261 September 22, 2015 20,000 2,976 22,976 Total $ 79,000 $ 19,491 $ 98,491 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related party transactions During the period ended May 31, 2018, the Company incurred management fees from two directors totaling an aggregate of $88,040 (2017 – $3,625). As at May 31, 2018, $11,340 (2017 - $1,293) was owing to directors for management fees and $1,572 for expenses paid on behalf of the Company; and $9,833 (2017 - $9,833) was owing to three shareholders for expenses paid on behalf of the Company. One director participated in the subscription of 1,000 shares of the Company valued at $3,500 (see Note 11). During the period ended May 31, 2018, the Company paid $3,250 (2017 - $750) to a company with a director in common for rent for its office in Naples, Florida and $ Nil (2017 - $10,500) for advertising and website design. Transactions with a Majority Shareholder Workplan Holdings Inc. During the year ended May 31, 2017, Workplan Holdings Inc., a company controlled by a sole shareholder, purchased 4,000,000 restricted common shares from the former sole officer and director of the Company. The Company entered into a property purchase agreement with Workplan Holdings Inc. and issued 1,250,000 restricted common stocks at $3.00 per share and acquired two mineral properties. (see Note 9) The shareholder paid expenses on behalf of the Company in the amount of $500. As at May 31, 2018, this amount was owing. The Company entered into a $30,000 demand notes payable with Workplan Holding AG, a company controlled by Workplan Holdings Inc., at an interest rate of 4% per annum. During the period ended May 31, 2018, the total principal and interest outstanding on the note was repaid in full by converting the principal loan and interest at $3.00 per share. The Company issued 10,159 common shares. The Company settled a CHF 100,000 debt with Workplan Holding AG by entering into an agreement to issue 25,000 restricted shares valued at $4.00 per share. The CHF 100,000 was a loan from Workplan Holding AG to pay Flin Ventures to complete the Share Purchase Agreement for myfactor.io. The shares were issued during the period ended May 31, 2018. Subsequent to May 31, 2018, the Company sold all of its interest of Falcon Projects to Workplan Holding AG for USD 11,000. (See Note 6). Amixca AG The Company advanced a refundable $190,000 deposit to Amixca AG for due diligence. After such due diligence, the Company decided not to proceed with the acquisition of Amixca AG. Amixca AG and Workplan Holdings AG have a common significant shareholder. On January 18, 2018, the Company entered into an agreement with Amixca AG for a period of three years commencing February 1, 2018 to provide business development services. The prepayment of $190,000 to Amixca AG was supposed to serve as consulting fees over the next three year period. The consulting agreement with Amixca AG was never utilized and Amixca AG did not provide any services. The consulting agreement was annulled and Amixca AG agreed to return the deposit with a payment schedule spanning over a year, beginning July 5, 2019 of $20,000 and thereafter, the first of every month of $15,455 until the full $190,000 has been repaid. As of the date of this report, the Company is in receipt of repayment of $35,455. (see Note 5) Alimex GmbH On June 28, 2017, the Company entered into a note receivable with a company with a common director of the Company in the amount of $200,000 with an interest rate of 3.5% per annum that is payable annually. Any unpaid interest shall be added to the principal of the loan on an annual basis and together will become the new amount used to calculate the amount of interest going forward. The note receivable, together with any accrued interest outstanding, is due March 15, 2022. As of May 31, 2018, the principal and interest owing was $206,463. On May 2, 2018, Alimex Gmbh assigned its interest in the note receivable from the Company to Workplan Holding on the same repayment terms. SP Group (Europe) AG SP Group (Europe) AG and the Company share a common majority shareholder. The Company entered into a 3 year consulting agreement with SP Group (Europe) AG whereby the Company will provide advisory and consulting services commencing May 1, 2017. The agreement provides that SP Group (Europe) AG pays the Company as follows: a. $5,000 per month for the first year b. $10,000 per month for the second year c. $15,000 per month for the third year The Company received a lump sum payment which have been allocated to deferred revenues. As of May 31, 2018, there was $25,000 remaining in deferred revenues (May 31, 2017 - $30,000). As of the May 31, 2018, the Company booked $65,000 in consulting revenues from SP Group (Europe) AG (May 31, 2017 - $5,000). The agreement was mutually terminated when the lump sum payment was used up. Subsequent to the year ended May 31, 2018, the Company entered into another consultancy agreement with SP Group (Europe) AG whereby SP Group (Europe) agrees to pay a monthly consulting fee of $40,000 to the Company for providing research, assessments and analysis of potential business feasibility reports. The services commence July 1, 2018 for a period of 24 months. Either party may terminate the agreement by providing 2 weeks written notice. On July 6, 2017, the Company entered into an agreement with SP Group (Europe) AG to acquire 20% ownership of SP Group (Europe) AG by issuing 6,000 restricted common stock of the Company at $3.50 per share for a total value of $21,000. SP Group (Europe) AG has a portfolio of approximately 20 different projects in the natural resources sector which it develops and finances. SP Group (Europe) AG and Workplan Holdings Inc. have a common shareholder and director. (See Note 6) The Company sold 25% interest of its ownership of SP Group (Europe) AG for $6,000. Therefore, the Company now holds 15% interest of SPG Group (Europe) AG. The sale from SP Group (Europe) AG created a gain of $750 for the Company. (see Note 6). The $6,000 was paid by the buyer during the period ended May 31, 2018. Subsequent to the year ended May 31, 2018, the Company sold all their remaining shares of SP Group (Europe) on December 26, 2018 back to SP Group (Europe) AG for $15,000. SP Group (Europe) AG purchased myfactor.io for EUR 220,000. Subsequent to the year ended May 31, 2018, the Company received incremental payments, spanning over the next 6 months, for the sale of the asset. (See Note 5) Global Gaming Media Inc. The Company entered into an agreement with Global Gaming Media Inc., a company with a common majority shareholder (Christopher Grunder), and acquired the Gator Lotto App on May 25, 2018 by issuing 100,000 restricted shares at $4.00 per share for the valuation of $400,000. The purchase includes the application for the Florida lotteries, all software rights to the Gator Lotto App, the domain, etc. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income taxes Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss for the years ended May 31, 2018 and 2017 as follows: For the year Ended May 31, 2018 May 31, 2017 Net loss for the period $ (1,415,897 ) $ (101,285 ) Statutory and effective tax rate 21 % 34 % Income tax expense (recovery) at the effective rate $ (297,338 ) $ (34,437 ) Permanent differences - - Tax losses carry forward deferred 297,338 34,437 Income tax recovery and income taxes recoverable $ - $ - The Company has accumulated net operating losses totaling approximately $1,746,279 for income tax purposes which expire starting in 2032. The components of the net deferred tax asset at May 31, 2018 and the statutory tax rate, the effective tax rate and the amount of the valuation allowance are scheduled below: 2018 2017 Tax loss carried forward $ 1,746,279 $ 330,382 Statutory and effective tax rate 21 % 34 % Deferred tax asset $ 409,668 $ 112,330 Valuation allowance (409,668 ) (112,330 ) Net deferred tax asset $ - $ - The change in valuation allowance from 2017 to 2018 was $34,437 and from 2018 to 2019 was $297,338. The Company file income tax returns in the United States of America and in the State of Nevada. The Company maintains its office in the State of Florida and is subject to state tax returns as well. At May 31, 2018, the Company is current with all its filings. The US Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017. The Tax Reform Act reduced the US federal corporate tax rate to 21% effective January 1, 2018, and requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of May 31, 2018, we have not completed the accounting for the tax effects of enactment of the Tax Reform Act; however, we have made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent events Subsequent to May 31, 2018, the following events took place: A. The Company entered into an agreement to lease a vehicle and made an upfront payment of $22,757 which covers the lease payments for 2 years. B. The Company entered into an agreement to sub-lease office space in Naples, Florida effective July 1, 2018 to March 31, 2021. The monthly base rent for the first year is $4,552.56 (annual $54,630.75); the monthly base rent for the second year is $4,684.52 (annual $56,214.25); and the monthly base rent for the third year is $4,816.48 (annual $57,797.75). C. The Company’s majority shareholder, Christopher Grunder of Workplan Holding Inc., sold an aggregate 4,148,868 restricted shares of the Company in three separate private transactions. As a result, there was a change in the voting shares of the Company. Stefan Muehlbauer, the CEO of the Company, now owns 13.1% of the issued and outstanding shares of Company; Paul Meier now owns 19.7% of the issued and outstanding shares of the Company; and Kurt Muehlbauer now owns 6.5% of the issued and outstanding shares of the Company. Christopher Grunder, sole shareholder of Workplan Holding Inc., now owns 1.1% of the issued and outstanding shares of the Company. Kurt Muehlbauer is the father of Stefan Muehlbauer, CEO and director of the Company. D. On September 29, 2018, the Company entered into a joint venture agreement with Vitalizer Americas Inc. with its principal purpose to import, sale and distribute certain products offered by Vitalizer International AG of Switzerland. In April 2019, Vitalizer Americas Inc.’s name was changed to Hero Wellness Systems Inc. as it was no longer dealing with Vitalizer International AG. The Company has 55% interest, Christopher Grunder of Workplan Holding Inc. has 15% interest and Kurt Muehlbauer has 15% interest. Hero Wellness Systems is in the business of providing luxury massage therapy solutions. E. The Company disposed all its remaining shares of Falcon Projects AG for a total of $11,000 to Workplan Holding Inc. F. The Company disposed all its remaining shares of SP Group (Europe) AG for a total of $15,000 back to SP Group (Europe) AG. G. The Company sold and transferred all the mineral properties claims located in the Thunder Bay Mining Division in the townships of Rickaby and Lapierre, Ontario, Canada to John Leliever in exchange for the return of 1,052,631 common shares of the Company for cancellation. H. The 400,000 restricted shares of common stock issued to Daniel Greising for the office lease deposit in Switzerland were returned back to treasury and subsequently cancelled at December 31, 2018. The Company no longer requires an office in Zurich and has terminated its arrangement for the office space. I. The Company settled debts of $8,001 with a shareholder of the Company by issuing 2,425 restricted shares of the Company at $3.30 per share. The Company settled debts with Workplan Holding Inc. of $25,000 by issuing 7,576 restricted shares of the Company at $3.30 per share. J. The Company issued 725 shares of the Company for subscription of $2.75 per share for the total amount of $1,993.75. K. On February 25, 2019 the Company entered into a joint venture shareholder’s agreement with a group of investors with its principal purpose to import, sale, distribute and license products offered by Cormo AG of Switzerland. The joint venture is owned by the Company with 35% interest, Cormo AG with 35% interest, Paul Meier with 2.5% interest, Stefan Muehlbauer of 2.5% interest, and other investors totaling an aggregate of 15% interest. Cormo AG is in the business of producing and developing peat moss replacement, natural foam products and technologies. As part of the joint venture agreement, the Company will provide business development, market research, sourcing, determination of market distribution and overall operations of the joint venture. Cormo AG will provide the exclusive unrestricted use of the patents and licenses in North America. The other group of investors will contribute an aggregate of CHF 400,000 to the joint venture. L. On March 1, 2019, the Company entered into a loan agreement with a shareholder of $50,000 with an interest rate of 3.5% per annum. The loan is due on or before April 15, 2022. M. On July 12, 2019, the Company entered into a convertible loan agreement with a relative of the Chief Executive Officer of $20,000. The loan bears an interest rate of 3.5% per annum and is due on or before July 12, 2022. The loan is convertible in whole or in part at $1.45 per share. The Company evaluated all events and transactions that occurred after May 31, 2018 through the date the Company issued these financial statements and found no other subsequent events that needed to be reported. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting Management has considered segment reporting for the current period and found that there were not material segments as of May 31, 2018 and May 31, 2017. |
Foreign Currency Translations | Foreign currency translations The Company maintains an office in Naples, Florida. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. |
Intangible Assets | Intangible assets Included in intangible asset is the acquisition of the Gator Lotto App. The purchase includes the application for the Florida lotteries, all software rights to the Gator Lotto App, the domain, etc. This is amortized over its estimated useful life. The gross cost and accumulated amortization of the intangible asset will be removed when the recorded amounts are fully amortized and the asset is no longer in use. |
Comprehensive Income | Comprehensive income The Company has adopted ASU 220 “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. For the year ended May 31, 2018 there are no material reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASU 220. |
Loss Per Share | Loss per share The Company reports basic loss per share in accordance with ASC Topic 260 Earnings Per Share (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All EPS presented in the financial statements are basic EPS as defined by ASU 260, “ Earnings Per Share |
Website Development Costs | Website development costs The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage. Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales. |
Concentration of Credit Risk | Concentration of credit risk The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. |
Deferred Revenue | Deferred revenue Deferred revenue is a short-term liability that represents revenues received but not earned. When the Company recognizes its revenue, the deferred revenue liability will be eliminated. As at May 31, 2018, the Company received $25,000 deferred revenue. This was primarily composed of prepaid consulting services fees. |
Revenue Recognition | Revenue recognition The Company recognize revenue in accordance with ASC 605-10 “Revenue Recognition” and Staff Accounting Bulletin No.104 which requires that four basic criteria must be met before revenue can be recognized: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred; 3) the selling price is fixed and determinable; and 4) collectability is reasonably assured. |
Financial Instruments | Financial instruments The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Mineral Property Costs and Impairment | Mineral property costs and impairment All costs of acquisition and option costs of mineral and property rights are capitalized upon acquisition. To determine if the capitalized mineral property costs are in excess of their recoverable amount, the Company shall conduct periodic evaluation of the carrying value of the capitalized costs based upon expected future cash flows and/or estimated salvage value in accordance to ASC 360-10-35-15 “Impairment or Disposal of Long Lived Assets”. Exploration and pre-extraction expenditures shall be expensed until such time the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to search for mineralized materials shall be expensed as incurred. Expenditures relating to pre-extraction activities such as construction of mine, well fields, ion exchange facilities and disposal wells shall be expensed as incurred until such time proven or probable reserves are established for a particular project, after which subsequent expenditures relating to mine development activities for the particular project shall be capitalized as incurred. As at May 31, 2018, the Company recorded an impairment of $276,318 for the mineral properties. |
Fair Value Measurements | Fair value measurements The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate fair value. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
Related Parties | Related parties Related parties are affiliates of the Company, principal owners of the Company, its management, members of the immediate families of the principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Another party also is a related party if it can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Equity Investments | Equity investments The Company invests in equity securities of public and non-public companies for business and strategic purposes. Investments in public companies are carried at fair value based on quoted market prices. Investments in equity securities without readily determinable fair values are carried at cost, minus impairment, if any. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, and among other factors in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its’ carrying amount. |
Accounts Receivables | Accounts receivables Trade accounts receivable are stated at the amount the Company expects to collect. Management considers the following factors when determining the collectability of specific customer accounts: customer credit worthiness, past transaction history, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on the management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. There are no receivables considered uncollectible as of May 31, 2018. As of May 31, 2018, there are no trade accounts receivables. |
Stock Based Compensation | Stock based compensation The Company follows the guideline under ASC 718, “Stock Compensation”. The standard provides that for all stock based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which requires that all share-based payments to both employees and directors be recognized in the income statement based on their fair values. For non-employees stock based compensation, the Company applies ASC 505 Equity-Based Payments to Non-employees. This standard provides that all stock based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably be measured or determinable. |
Income Taxes | Income taxes The Company follows the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements. There are no uncertain tax positions as at May 31, 2018 and 2017. The Company has identified its federal tax return and its state tax returns in the State of Nevada as its major tax jurisdictions. The Company maintains an office in the State of Florida and has also filed its registration there, and shall be subject to state tax returns in Florida as well. |
Note Receivable (Tables)
Note Receivable (Tables) | 12 Months Ended |
May 31, 2018 | |
Receivables [Abstract] | |
Summary of Notes Receivable | Principal Interest Total $ 200,000 $ 6,463 $ 206,463 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 12 Months Ended |
May 31, 2018 | |
Prepaid Expense, Current [Abstract] | |
Schedule of Prepaid Expenses and Deposits | May 31, 2018 May 31, 2017 Prepaid legal $ - $ 6,917 Prepaid expenses 5,250 - Deposit on lease (CHF) 600,000 - Foreign exchange on lease deposit 6,000 - Total $ 611,250 $ 6,917 |
Leasehold Improvements (Tables)
Leasehold Improvements (Tables) | 12 Months Ended |
May 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Leasehold Improvements | Cost Accumulated Depreciation Net Leasehold Improvements $ 35,000 Write down of asset (29,750 ) Balance at May 31, 2018 $ 5,250 $ 3,208 $ 2,042 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
May 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued liabilities as of May 31, 2018 are summarized as follows: May 31, 2018 May 31, 2017 Accrued audit fees $ 23,500 $ 9,000 Accrued accounting fees 20,500 1,126 Accrued legal fees 10,814 22,756 Accrued office expenses 14,135 5,190 Total $ 68,949 $ 38,072 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
May 31, 2018 | |
Related Party [Member] | |
Schedule of Notes Payable | Related Parties: There were six (6) unsecured promissory notes bearing interest at 8% per annum which were due on demand to a shareholder of the Company. These promissory notes were repaid in full by converting into common shares of the Company at $3.00 per share. The balances shown were as of the date of the repayment. Date Principal Interest Total October 6, 2010 $ 3,000 $ 1,638 $ 4,638 February 22, 2011 1,500 773 2,273 May 17, 2011 7,500 3,727 11,227 September 16, 2011 5,000 2,351 7,351 November 4, 2011 5,000 2,297 7,297 December 14, 2012 13,000 4,647 17,647 Total $ 35,000 $ 15,433 $ 50,433 There were six (6) unsecured promissory notes bearing interest at 4% per annum which were due on demand due to shareholders of the Company. These promissory notes were repaid in full by converting into common shares of the Company at $3.00 per share. The balances shown were as of the date of the repayment. Date Principal Interest Total July 4, 2016 $ 1,000 $ 43 $ 1,043 July 12, 2016 25,000 1,052 26,052 September 15, 2016 20,000 699 20,699 December 22, 2016 13,901 337 14,238 January 13, 2017 10,000 218 10,218 March 08, 2017 30,000 477 30,477 Total $ 99,901 $ 2,826 $ 102,727 There was one (1) unsecured promissory note bearing interest at 8% per annum which was due on demand, and convertible at a conversion price of US$0.005 per share at the lender’s option. The convertible note was at the same interest rate as promissory notes that have no conversion feature. The promissory note was repaid in full by converting into common shares of the Company at $3.00 per share. The balance shown was as of the date of the repayment. Date Principal Interest Total September 04, 2013 $ 30,000 $ 9,376 $ 39,376 |
Unrelated Parties [Member] | |
Schedule of Notes Payable | Unrelated Parties: There was one (1) unsecured promissory note bearing interest at 8% per annum which was due on demand. The promissory note was repaid in full by converting into common shares of the Company at $3.00 per share. The balance shown was as of the date of the repayment. Date Principal Interest Total March 15, 2012 $ 10,000 $ 4,305 $ 14,305 There were five (5) unsecured promissory notes bearing interest at 8% per annum which were due on demand, and convertible at a conversion price of US$0.005 per share at the lender’s option. The convertible notes were at the same interest rate as promissory notes that have no conversion feature. These promissory were repaid in full by converting into common shares of the Company at $3.00 per share. The balances shown were as of the date of the repayment. Date Principal Interest Total April 2, 2013 $ 14,000 $ 4,851 $ 18,851 October 15, 2013 15,000 4,554 19,554 January 8, 2014 10,000 2,849 12,849 December 3, 2014 20,000 4,261 24,261 September 22, 2015 20,000 2,976 22,976 Total $ 79,000 $ 19,491 $ 98,491 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The components of the net deferred tax asset at May 31, 2018 and the statutory tax rate, the effective tax rate and the amount of the valuation allowance are scheduled below: 2018 2017 Tax loss carried forward $ 1,746,279 $ 330,382 Statutory and effective tax rate 21 % 34 % Deferred tax asset $ 409,668 $ 112,330 Valuation allowance (409,668 ) (112,330 ) Net deferred tax asset $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss for the years ended May 31, 2018 and 2017 as follows: For the year Ended May 31, 2018 May 31, 2017 Net loss for the period $ (1,415,897 ) $ (101,285 ) Statutory and effective tax rate 21 % 34 % Income tax expense (recovery) at the effective rate $ (297,338 ) $ (34,437 ) Permanent differences - - Tax losses carry forward deferred 297,338 34,437 Income tax recovery and income taxes recoverable $ - $ - |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Accumulated deficit | $ (1,746,279) | $ (330,382) |
Cash on hand | 1,419 | 161,096 |
Cash used in operations | (305,740) | $ (38,399) |
Since Inception [Member] | ||
Accumulated deficit | $ 1,746,279 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Received deferred revenue | $ 25,000 | |
Trade accounts receivables | ||
Uncertain tax positions | ||
Uncollectible Receivables [Member] | ||
Trade accounts receivables | ||
Mineral Properties and Rights [Member] | ||
Impairment loss | $ 276,318 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) | Jan. 18, 2018USD ($) | Jul. 25, 2017USD ($) | Jun. 28, 2017USD ($) | May 31, 2018USD ($) | May 31, 2018EUR (€) | May 31, 2017USD ($) |
Notes receivable | $ 200,000 | $ 200,000 | ||||
Interest rate per annum | 3.50% | |||||
Debt maturity date | Mar. 15, 2022 | |||||
Balance and interest | 206,463 | |||||
Business Development Services [Member] | Amixca AG [Member] | ||||||
Agreement term | 3 years | |||||
Prepayment as consulting fees | $ 190,000 | |||||
Return of deposit, description | The consulting agreement was annulled and Amixca AG agreed to return the deposit with a payment schedule spanning over a year, beginning July 5, 2019 of $20,000 and thereafter, the first of every month of $15,455 until the full $190,000 has been repaid. | |||||
Receipt of repayment from related party | 35,455 | |||||
Business Development Services [Member] | Amixca AG [Member] | Beginning of July 5, 2019 [Member] | ||||||
Notes receivables - related party | $ 20,000 | |||||
Business Development Services [Member] | Amixca AG [Member] | First of Every Month Until Full Repayment [Member] | ||||||
Notes receivables - related party | $ 15,455 | |||||
Share Purchase Agreement [Member] | Flin Ventures AG [Member] | ||||||
Number of shares purchased value | $ 175,500 | |||||
Number of shares buy back on outstanding bonds issued | 83,496 | |||||
Proceeds from sale of investments held for sale | $ 257,400 | |||||
Share Purchase Agreement [Member] | Flin Ventures AG [Member] | EUR [Member] | ||||||
Number of shares purchased value | 150,000 | |||||
Number of shares buy back on outstanding bonds issued | $ 70,000 | |||||
Proceeds from sale of investments held for sale | € | € 220,000 |
Note Receivable - Summary of No
Note Receivable - Summary of Notes Receivable (Details) - USD ($) | May 31, 2018 | Jun. 28, 2017 | May 31, 2017 |
Receivables [Abstract] | |||
Principal | $ 200,000 | $ 200,000 | |
Interest | 6,463 | ||
Total | $ 206,463 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Dec. 26, 2018 | Jan. 30, 2018 | Jan. 18, 2018 | Jul. 06, 2017 | Dec. 26, 2018 | May 31, 2018 | Aug. 29, 2019 | May 31, 2017 |
Shares issued price per share | $ 3.50 | $ 3.50 | $ 3.50 | |||||
Falcon Projects AG [Member] | ||||||||
Number of shares purchased during period | 10,000 | |||||||
Shares issued price per share | $ 4.20 | $ 4.20 | ||||||
Ownership interest, percentage | 10.00% | 10.00% | ||||||
Number of shares acquired during period, shares | 10 | |||||||
Subsequent Event [Member] | ||||||||
Shares issued price per share | $ 2.75 | |||||||
Subsequent Event [Member] | Falcon Projects AG [Member] | ||||||||
Number of shares acquired during period | $ 11,000 | $ 11,000 | ||||||
SP Group [Member] | ||||||||
Acquire ownership percentage | 20.00% | 20.00% | ||||||
Number of shares purchased during period | 2,000 | |||||||
Number of shares issued in exchange of common stock | 6,000 | |||||||
Shares issued price per share | $ 3.50 | $ 3.50 | ||||||
Declared dividends receive percentage | 20.00% | |||||||
Ownership interest, percentage | 25.00% | |||||||
Proceeds from sale of equity investment | $ 6,000 | |||||||
Gain from sale of ownership investment | $ 750 | |||||||
Number of shares acquired during period, shares | 6,000 | |||||||
SP Group [Member] | Subsequent Event [Member] | ||||||||
Gain from sale of ownership investment | $ 15,000 | |||||||
SPG Group (Europe) AG [Member] | ||||||||
Ownership interest, percentage | 15.00% |
Prepaid Expenses and Deposits_2
Prepaid Expenses and Deposits (Details Narrative) - USD ($) | Jul. 06, 2017 | Jun. 23, 2017 | May 31, 2018 | May 31, 2017 |
Prepaid expenses, rent | $ 1,750 | |||
Prepaid expenses, accounting services | 3,500 | |||
Deposit on lease (CHF) | $ 600,000 | |||
Stock issued during period restricted stock, shares | 10,000 | |||
Shares issued price per share | $ 3.50 | $ 3.50 | $ 3.50 | |
Loss on acquisition of deposit | $ 779,278 | $ 779,278 | ||
Number of restricted shares returned to treasury | 400,000 | |||
Shares cancellation, description | The 400,000 restricted shares of common stock were returned back to treasury and subsequently cancelled at the beginning of February 2019. The Company no longer requires an office in Zurich and has terminated its arrangement for the office space. | |||
SP Group [Member] | ||||
Office sublease, term | 10 years | |||
Shares issued price per share | $ 3.50 | $ 3.50 | ||
Mr. Greising [Member] | ||||
Stock issued during period restricted stock, shares | 400,000 | |||
Lease expiration date | Jun. 30, 2027 | |||
Shares issued price per share | $ 3.50 | |||
Stock issued during period restricted stock | $ 1,400,000 | |||
CHF [Member] | ||||
Deposit on lease (CHF) | $ 600,000 |
Prepaid Expenses and Deposits -
Prepaid Expenses and Deposits - Schedule of Prepaid Expenses and Deposits (Details) - USD ($) | May 31, 2018 | May 31, 2017 |
Prepaid Expense, Current [Abstract] | ||
Prepaid legal | $ 6,917 | |
Prepaid expenses | 5,250 | |
Deposit on lease (CHF) | 600,000 | |
Foreign exchange on lease deposit | 6,000 | |
Total | $ 611,250 | $ 6,917 |
Leasehold Improvements (Details
Leasehold Improvements (Details Narrative) - USD ($) | Jul. 06, 2017 | May 31, 2018 | May 31, 2017 |
Property, Plant and Equipment [Abstract] | |||
Stock issued during period restricted stock | 10,000 | ||
Shares issued price per share | $ 3.50 | $ 3.50 | $ 3.50 |
Leasehold improvements | $ 35,000 | $ 35,000 | |
Office lease, termination date | Dec. 31, 2018 | ||
Leasehold improvements, write down | $ 29,750 | $ 29,750 |
Leasehold Improvements - Summar
Leasehold Improvements - Summary of Leasehold Improvements (Details) - USD ($) | May 31, 2018 | Jul. 06, 2017 | May 31, 2017 |
Property, Plant and Equipment [Abstract] | |||
Leasehold improvements, cost | $ 35,000 | $ 35,000 | |
Write down of asset | (29,750) | $ (29,750) | |
Leasehold improvements,net of write down costs | 5,250 | ||
Leasehold improvements, accumulated depreciation | 3,208 | ||
Leasehold improvements, net | $ 2,041 |
Mineral Properties (Details Nar
Mineral Properties (Details Narrative) | Dec. 31, 2018shares | Jul. 06, 2017$ / sharesshares | Mar. 13, 2017USD ($)$ / sharesshares | May 31, 2018USD ($)ahaInteger$ / shares | Aug. 29, 2019USD ($)$ / sharesshares | May 31, 2017USD ($)$ / shares |
Stock issued during period restricted stock | shares | 10,000 | |||||
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | |||
Number of mineral properties | Integer | 13 | |||||
Number of freehold patented mineral claims | Integer | 9 | |||||
Number of unpatented mineral claims | Integer | 4 | |||||
Combined claims make up area | ha | 336 | |||||
Area of land | a | 810 | |||||
Mineral property rights | $ | $ 3,473,682 | $ 3,750,000 | ||||
Subsequent Event [Member] | ||||||
Shares issued price per share | $ / shares | $ 2.75 | |||||
Number of restricted shares returned back to treasury and cancelled | shares | 400,000 | 1,052,631 | ||||
Number of restricted shares re-acquired | shares | 1,052,631 | |||||
Impairment of mineral properties | $ | $ 276,318 | |||||
Restricted Common Stock [Member] | ||||||
Stock issued during period restricted stock | shares | 1,250,000 | |||||
Shares issued price per share | $ / shares | $ 3 | |||||
Stock issued during period restricted stock, value | $ | $ 3,750,000 | |||||
Mineral properties description | The Company has an interest in 13 mineral claims. All the mineral claims are contiguous. Nine (9) of the mineral claims are freehold patented mineral claims and the other four (4) mineral claims are unpatented Crown Land claims. The combined claims make up an area of 336 hectares which is equivalent to approximately 810 acres. | |||||
Restricted Common Stock [Member] | Subsequent Event [Member] | ||||||
Shares issued price per share | $ / shares | $ 3.30 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | May 25, 2018 | Jul. 06, 2017 | May 31, 2018 | May 31, 2017 |
Stock issued during period restricted stock, shares | 10,000 | |||
Shares issued price per share | $ 3.50 | $ 3.50 | $ 3.50 | |
Gator Lotto App [Member] | ||||
Shares issued price per share | $ 4 | |||
Global Gaming Media Inc [Member] | Gator Lotto App [Member] | ||||
Stock issued during period restricted stock, shares | 100,000 | |||
Shares issued price per share | $ 4 | |||
Stock issued during period restricted stock | $ 400,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | May 31, 2018 | May 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued audit fees | $ 23,500 | $ 9,000 |
Accrued accounting fees | 20,500 | 1,126 |
Accrued legal fees | 10,814 | 22,756 |
Accrued office expenses | 14,135 | 5,190 |
Total | $ 68,949 | $ 38,072 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Jan. 30, 2018$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($) | May 31, 2018USD ($)$ / sharesshares | May 31, 2017USD ($)Integer$ / sharesshares | Aug. 29, 2019USD ($)$ / sharesshares | Jan. 18, 2018 | Jul. 06, 2017$ / shares |
Number of restricted shares of common stock for deposit of office lease, shares | 400,000 | |||||||
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | $ 3.50 | ||||
Number of restricted shares of common stock for deposit of office lease | 1,400,000 | |||||||
Loss on exchange for restricted shares and deposit for office lease | $ | $ 779,278 | |||||||
Number of common stock issued for debt, shares | 101,778 | |||||||
Debt conversion price per share | $ / shares | $ 3 | $ 3 | ||||||
Number of common stock issued for debt | $ | $ 305,334 | $ 305,334 | ||||||
Debt instrument, principal amount | $ | 253,901 | 253,901 | ||||||
Debt instrument, interest amount | $ | $ 51,433 | $ 51,433 | ||||||
Share issued price for debt | $ / shares | $ 3.75 | $ 3.75 | $ 3 | |||||
Loss on debt extinguishment | $ | $ 76,334 | |||||||
Common stock, shares outstanding | 9,090,018 | 9,090,018 | 8,263,332 | |||||
Warrants outstanding | ||||||||
Stock options outstanding | ||||||||
Common Stock One [Member] | ||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||
Number of shares issued during the period | 13,332 | |||||||
Gator Lotto App [Member] | ||||||||
Shares issued price per share | $ / shares | $ 4 | $ 4 | ||||||
Number of shares issued for acquisition, shares | 100,000 | |||||||
2 Mineral Properties [Member] | ||||||||
Shares issued price per share | $ / shares | $ 3 | |||||||
Number of shares issued for acquisition, shares | 1,250,000 | |||||||
Number of mineral properties acquired | Integer | 2 | |||||||
Subsequent Event [Member] | ||||||||
Shares issued price per share | $ / shares | $ 2.75 | |||||||
Number of shares issued during the period | 725 | |||||||
Falcon Projects AG [Member] | ||||||||
Shares issued price per share | $ / shares | $ 4.20 | $ 4.20 | $ 4.20 | |||||
Number of shares issued for acquisition, shares | 10 | |||||||
Number of shares issued during the period | 10,000 | |||||||
Ownership interest, percentage | 10.00% | 10.00% | 10.00% | |||||
Director [Member] | ||||||||
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | ||||||
Number of common stock issued for services | 16,000 | |||||||
Leasehold Improvements [Member] | ||||||||
Shares issued price per share | $ / shares | 3.50 | $ 3.50 | $ 3.50 | |||||
Number of shares issued during the period | 10,000 | |||||||
Common Stock One [Member] | ||||||||
Shares issued price per share | $ / shares | 3.50 | $ 3.50 | ||||||
Number of shares issued during the period | 31,128 | |||||||
Common Stock Two [Member] | ||||||||
Shares issued price per share | $ / shares | 3.50 | $ 3.50 | ||||||
Number of shares issued during the period | 78,671 | |||||||
Common Stock Three [Member] | ||||||||
Shares issued price per share | $ / shares | 3.50 | $ 3.50 | ||||||
Number of shares issued during the period | 40,609 | |||||||
Common Stock Four [Member] | ||||||||
Shares issued price per share | $ / shares | 3.50 | $ 3.50 | ||||||
Number of shares issued during the period | 1,000 | |||||||
Common Stock Five [Member] | ||||||||
Shares issued price per share | $ / shares | 4 | $ 4 | ||||||
Number of shares issued during the period | 5,000 | |||||||
Common Stock Six [Member] | ||||||||
Shares issued price per share | $ / shares | 4 | $ 4 | ||||||
Number of shares issued during the period | 1,500 | |||||||
SP Group [Member] | ||||||||
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | |||||
Number of shares issued for acquisition, shares | 6,000 | |||||||
Acquisition percentage | 20.00% | 20.00% | 20.00% | |||||
Ownership interest, percentage | 25.00% | |||||||
Workplan Holdings AG [Member] | Subsequent Event [Member] | ||||||||
Shares issued price per share | $ / shares | $ 4 | |||||||
Number of restricted shares issued for settlement of debt, shares | 25,000 | |||||||
Workplan Holdings AG [Member] | Subsequent Event [Member] | CHF [Member] | ||||||||
Number of restricted shares issued for settlement of debt | $ | $ 100,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Jul. 31, 2017USD ($)$ / sharesshares | May 31, 2018USD ($)Integer$ / sharesshares | May 31, 2017USD ($) |
Number of common stock issued | shares | 101,778 | ||
Debt instrument, conversion price per share | $ 3 | ||
Debt extinguishment loss | $ | $ 76,334 | ||
Notes Payable [Member] | |||
Number of common stock issued | shares | 101,778 | ||
Debt instrument, conversion price per share | $ 3 | ||
Debt extinguishment loss | $ | $ 76,334 | ||
Unsecured Promissory Note 1 [Member] | Related Parties [Member] | |||
Debt instrument, conversion price per share | $ 3 | ||
Number of unsecured promissory notes | Integer | 6 | ||
Promissory notes interest rate | 8.00% | ||
Unsecured Promissory Note 2 [Member] | Related Parties [Member] | |||
Debt instrument, conversion price per share | $ 3 | ||
Number of unsecured promissory notes | Integer | 6 | ||
Promissory notes interest rate | 4.00% | ||
Unsecured Promissory Note 3 [Member] | Related Parties [Member] | |||
Debt instrument, conversion price per share | $ 0.005 | ||
Number of unsecured promissory notes | Integer | 1 | ||
Promissory notes interest rate | 8.00% | ||
Promissory Note [Member] | Related Parties [Member] | |||
Debt instrument, conversion price per share | $ 3 | ||
Unsecured Promissory Note 4 [Member] | Unrelated Parties [Member] | |||
Debt instrument, conversion price per share | $ 3 | ||
Number of unsecured promissory notes | Integer | 1 | ||
Promissory notes interest rate | 8.00% | ||
Unsecured Promissory Note 5 [Member] | Unrelated Parties [Member] | |||
Debt instrument, conversion price per share | $ 0.005 | ||
Number of unsecured promissory notes | Integer | 5 | ||
Promissory notes interest rate | 8.00% | ||
Promissory Note One [Member] | Related Parties [Member] | |||
Debt instrument, conversion price per share | $ 3 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) | 12 Months Ended |
May 31, 2018USD ($) | |
Unsecured Notes One [Member] | |
Notes payable, Principal | $ 35,000 |
Notes payable, Interest | 15,433 |
Notes payable, Total | $ 50,433 |
Unsecured Notes One [Member] | October 6, 2010 [Member] | |
Date | Oct. 6, 2010 |
Notes payable, Principal | $ 3,000 |
Notes payable, Interest | 1,638 |
Notes payable, Total | $ 4,638 |
Unsecured Notes One [Member] | February 22, 2011 [Member] | |
Date | Feb. 22, 2011 |
Notes payable, Principal | $ 1,500 |
Notes payable, Interest | 773 |
Notes payable, Total | $ 2,273 |
Unsecured Notes One [Member] | May 17, 2011 [Member] | |
Date | May 17, 2011 |
Notes payable, Principal | $ 7,500 |
Notes payable, Interest | 3,727 |
Notes payable, Total | $ 11,227 |
Unsecured Notes One [Member] | September 16, 2011 [Member] | |
Date | Sep. 16, 2011 |
Notes payable, Principal | $ 5,000 |
Notes payable, Interest | 2,351 |
Notes payable, Total | $ 7,351 |
Unsecured Notes One [Member] | November 4, 2011 [Member] | |
Date | Nov. 4, 2011 |
Notes payable, Principal | $ 5,000 |
Notes payable, Interest | 2,297 |
Notes payable, Total | $ 7,297 |
Unsecured Notes One [Member] | December 14, 2012 [Member] | |
Date | Dec. 14, 2012 |
Notes payable, Principal | $ 13,000 |
Notes payable, Interest | 4,647 |
Notes payable, Total | $ 17,647 |
Unsecured Notes One [Member] | March 15, 2012 [Member] | Unrelated Parties [Member] | |
Date | Mar. 15, 2012 |
Notes payable, Principal | $ 10,000 |
Notes payable, Interest | 4,305 |
Notes payable, Total | 14,305 |
Unsecured Notes Two [Member] | |
Notes payable, Principal | 99,901 |
Notes payable, Interest | 2,826 |
Notes payable, Total | 102,727 |
Unsecured Notes Two [Member] | Unrelated Parties [Member] | |
Notes payable, Principal | 79,000 |
Notes payable, Interest | 19,491 |
Notes payable, Total | $ 98,491 |
Unsecured Notes Two [Member] | July 4, 2016 [Member] | |
Date | Jul. 4, 2016 |
Notes payable, Principal | $ 1,000 |
Notes payable, Interest | 43 |
Notes payable, Total | $ 1,043 |
Unsecured Notes Two [Member] | July 12, 2016 [Member] | |
Date | Jul. 12, 2016 |
Notes payable, Principal | $ 25,000 |
Notes payable, Interest | 1,052 |
Notes payable, Total | $ 26,052 |
Unsecured Notes Two [Member] | September 15, 2016 [Member] | |
Date | Sep. 15, 2016 |
Notes payable, Principal | $ 20,000 |
Notes payable, Interest | 699 |
Notes payable, Total | $ 20,699 |
Unsecured Notes Two [Member] | December 22, 2016 [Member] | |
Date | Dec. 22, 2016 |
Notes payable, Principal | $ 13,901 |
Notes payable, Interest | 337 |
Notes payable, Total | $ 14,238 |
Unsecured Notes Two [Member] | January 13, 2017 [Member] | |
Date | Jan. 13, 2017 |
Notes payable, Principal | $ 10,000 |
Notes payable, Interest | 218 |
Notes payable, Total | $ 10,218 |
Unsecured Notes Two [Member] | March 08, 2017 [Member] | |
Date | Mar. 8, 2017 |
Notes payable, Principal | $ 30,000 |
Notes payable, Interest | 477 |
Notes payable, Total | $ 30,477 |
Unsecured Notes Two [Member] | April 2, 2013 [Member] | Unrelated Parties [Member] | |
Date | Apr. 2, 2013 |
Notes payable, Principal | $ 14,000 |
Notes payable, Interest | 4,851 |
Notes payable, Total | $ 18,851 |
Unsecured Notes Two [Member] | October 15, 2013 [Member | Unrelated Parties [Member] | |
Date | Oct. 15, 2013 |
Notes payable, Principal | $ 15,000 |
Notes payable, Interest | 4,554 |
Notes payable, Total | $ 19,554 |
Unsecured Notes Two [Member] | January 8, 2014 [Member] | Unrelated Parties [Member] | |
Date | Jan. 8, 2014 |
Notes payable, Principal | $ 10,000 |
Notes payable, Interest | 2,849 |
Notes payable, Total | $ 12,849 |
Unsecured Notes Two [Member] | December 3, 2014 [Member] | Unrelated Parties [Member] | |
Date | Dec. 3, 2014 |
Notes payable, Principal | $ 20,000 |
Notes payable, Interest | 4,261 |
Notes payable, Total | $ 24,261 |
Unsecured Notes Two [Member] | September 22, 2015 [Member] | Unrelated Parties [Member] | |
Date | Sep. 22, 2015 |
Notes payable, Principal | $ 20,000 |
Notes payable, Interest | 2,976 |
Notes payable, Total | $ 22,976 |
Unsecured Notes Three [Member] | September 04, 2013 [Member] | |
Date | Sep. 4, 2013 |
Notes payable, Principal | $ 30,000 |
Notes payable, Interest | 9,376 |
Notes payable, Total | $ 39,376 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Dec. 26, 2018USD ($) | Jun. 02, 2018USD ($) | May 25, 2018USD ($)$ / sharesshares | Jan. 30, 2018$ / sharesshares | Jan. 18, 2018USD ($) | Jul. 06, 2017USD ($)$ / sharesshares | Jun. 28, 2017USD ($) | May 31, 2018USD ($)$ / shares | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) | May 31, 2017USD ($)$ / shares | May 31, 2018USD ($)$ / sharesshares | May 31, 2018EUR (€)shares | May 31, 2017USD ($)$ / sharesshares | Aug. 29, 2019USD ($)$ / sharesshares |
Management fees | $ 88,040 | $ 3,625 | ||||||||||||||
Amount due to a related party | $ 18,905 | 18,905 | ||||||||||||||
Value of shares issued during the period | $ 35,000 | $ 49,350 | $ 3,750,000 | |||||||||||||
Rent | 3,250 | 750 | ||||||||||||||
Advertising and website design | $ 10,500 | |||||||||||||||
Stock issued during period restricted stock | shares | 10,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | $ 3.50 | $ 3.50 | |||||||||||
Debt interest rate | 3.50% | |||||||||||||||
Debt conversion price | $ / shares | $ 3 | $ 3 | ||||||||||||||
Notes receivable | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||
Debt maturity date | Mar. 15, 2022 | |||||||||||||||
Balance and interest | 206,463 | 206,463 | ||||||||||||||
Deferred revenues | 25,000 | 30,000 | 25,000 | 30,000 | ||||||||||||
Consulting revenue | 65,000 | 5,000 | ||||||||||||||
Consulting fees | 42,000 | |||||||||||||||
SP Group (Europe) AG [Member] | ||||||||||||||||
Sale of ownership interest percentage | 25.00% | |||||||||||||||
Sale of ownership transaction amount | $ 6,000 | 6,000 | ||||||||||||||
Percentage of ownership interest holds | 15.00% | |||||||||||||||
Gain on sale of ownership interest | $ 750 | |||||||||||||||
Myfactor.io AG [Member] | ||||||||||||||||
Number of shares acquired during period | € | € 220,000 | |||||||||||||||
First Year [Member] | ||||||||||||||||
Deferred revenues | 5,000 | 5,000 | ||||||||||||||
Second Year [Member] | ||||||||||||||||
Deferred revenues | 10,000 | 10,000 | ||||||||||||||
Third Year [Member] | ||||||||||||||||
Deferred revenues | $ 15,000 | $ 15,000 | ||||||||||||||
Restricted Common Stock [Member] | SP Group (Europe) AG [Member] | ||||||||||||||||
Shares issued price per share | $ / shares | $ 3.50 | |||||||||||||||
Number of shares acquired during period | $ 21,000 | |||||||||||||||
Number of shares issued for acquisition, shares | shares | 6,000 | |||||||||||||||
Acquisition percentage | 20.00% | |||||||||||||||
Restricted Common Stock [Member] | Global Gaming Media Inc [Member] | ||||||||||||||||
Shares issued price per share | $ / shares | $ 4 | |||||||||||||||
Number of shares acquired during period | $ 400,000 | |||||||||||||||
Number of shares issued for acquisition, shares | shares | 100,000 | |||||||||||||||
Falcon Projects AG [Member] | ||||||||||||||||
Common stock shares issued | shares | 10,000 | 10,000 | ||||||||||||||
Shares issued price per share | $ / shares | $ 4.20 | $ 4.20 | $ 4.20 | |||||||||||||
Number of shares issued for acquisition, shares | shares | 10 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Common stock shares issued | shares | 725 | |||||||||||||||
Value of shares issued during the period | $ 1,994 | |||||||||||||||
Shares issued price per share | $ / shares | $ 2.75 | |||||||||||||||
Consulting fees | $ 40,000 | |||||||||||||||
Subsequent Event [Member] | SP Group (Europe) AG [Member] | ||||||||||||||||
Sale of ownership transaction amount | $ 15,000 | |||||||||||||||
Subsequent Event [Member] | Falcon Projects AG [Member] | ||||||||||||||||
Number of shares acquired during period | $ 11,000 | $ 11,000 | ||||||||||||||
Workplan Holdings Inc [Member] | ||||||||||||||||
Amount due to a related party | $ 500 | $ 500 | ||||||||||||||
Common stock shares issued | shares | 10,159 | 10,159 | ||||||||||||||
Number of restricted common shares purchased during period | shares | 4,000,000 | |||||||||||||||
Stock issued during period restricted stock | shares | 1,250,000 | 1,250,000 | ||||||||||||||
Shares issued price per share | $ / shares | $ 3 | $ 3 | ||||||||||||||
Notes payable | $ 30,000 | $ 30,000 | ||||||||||||||
Debt interest rate | 4.00% | 4.00% | ||||||||||||||
Debt conversion price | $ / shares | $ 3 | $ 3 | ||||||||||||||
Workplan Holdings Inc [Member] | Share Purchase Agreement [Member] | ||||||||||||||||
Stock issued during period restricted stock | shares | 25,000 | 25,000 | ||||||||||||||
Shares issued price per share | $ / shares | $ 4 | $ 4 | ||||||||||||||
Workplan Holdings Inc [Member] | Share Purchase Agreement [Member] | CHF [Member] | ||||||||||||||||
Number of stock issued in settlement of debt | $ 100,000 | |||||||||||||||
Loan payable | $ 100,000 | 100,000 | ||||||||||||||
Three Shareholder [Member] | ||||||||||||||||
Amount due to a related party | 9,833 | $ 9,833 | 9,833 | $ 9,833 | ||||||||||||
Amixca AG [Member] | Business Development Services [Member] | ||||||||||||||||
Advanced a refundable deposit | 190,000 | |||||||||||||||
Agreement term | 3 years | |||||||||||||||
Prepayment as consulting fees | $ 190,000 | |||||||||||||||
Return of deposit, description | The consulting agreement was annulled and Amixca AG agreed to return the deposit with a payment schedule spanning over a year, beginning July 5, 2019 of $20,000 and thereafter, the first of every month of $15,455 until the full $190,000 has been repaid. | |||||||||||||||
Receipt of repayment from related party | 35,455 | |||||||||||||||
Amixca AG [Member] | Business Development Services [Member] | Beginning of July 5, 2019 [Member] | ||||||||||||||||
Notes receivables - related party | $ 20,000 | |||||||||||||||
Amixca AG [Member] | Business Development Services [Member] | First of Every Month Until Full Repayment [Member] | ||||||||||||||||
Notes receivables - related party | $ 15,455 | |||||||||||||||
Two Director [Member] | ||||||||||||||||
Management fees | 88,040 | 3,625 | ||||||||||||||
Director [Member] | ||||||||||||||||
Management fees | 11,340 | $ 1,293 | ||||||||||||||
Amount due to a related party | $ 1,572 | $ 1,572 | ||||||||||||||
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | ||||||||||||||
One Director [Member] | ||||||||||||||||
Common stock shares issued | shares | 1,000 | 1,000 | ||||||||||||||
Value of shares issued during the period | $ 3,500 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Accumulated Deficit | $ (1,746,279) | $ (330,382) |
Income tax expiration, description | Income tax purposes which expire starting in 2032 | |
Change in valuation allowance | $ 297,338 | $ 34,715 |
U.S. corporate tax rate | 21.00% | 34.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
May 31, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | May 31, 2017 | Feb. 28, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | May 31, 2018 | May 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||||||||
Net loss for the period | $ (84,612) | $ (311,822) | $ (73,723) | $ (869,406) | $ (47,100) | $ (8,188) | $ (26,265) | $ (19,732) | $ (1,415,897) | $ (101,285) |
Statutory and effective tax rate | 21.00% | 34.00% | ||||||||
Income tax expense (recovery) at the effective rate | $ (297,338) | $ (34,437) | ||||||||
Permanent differences | ||||||||||
Tax losses carry forward deferred | 297,338 | 34,715 | ||||||||
Income tax recovery and income taxes recoverable |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,746,279 | $ 330,382 |
Statutory and effective tax rate | 21.00% | 34.00% |
Deferred tax asset | $ 409,668 | $ 112,330 |
Less valuation allowance | (409,668) | (112,330) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 12, 2019USD ($)$ / shares | Mar. 01, 2019USD ($) | Feb. 25, 2019USD ($) | Dec. 31, 2018shares | May 31, 2018USD ($)$ / shares | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) | May 31, 2017USD ($)$ / shares | Aug. 29, 2019USD ($)Integer$ / sharesshares | Apr. 30, 2019 | Jul. 06, 2017$ / shares | Mar. 13, 2017$ / shares |
Shares issued price per share | $ / shares | $ 3.50 | $ 3.50 | $ 3.50 | ||||||||||
Number of shares issued during the period, value | $ 35,000 | $ 49,350 | $ 3,750,000 | ||||||||||
Debt conversion price per share | $ / shares | $ 3 | ||||||||||||
Restricted Common Stock [Member] | |||||||||||||
Shares issued price per share | $ / shares | $ 3 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Upfront payment for lease | $ 22,757 | ||||||||||||
Lease term | 2 years | ||||||||||||
Number of shares sold | shares | 4,148,686 | ||||||||||||
Number of separate private transactions | Integer | 3 | ||||||||||||
Number of stock repurchased | shares | 1,052,631 | ||||||||||||
Number of restricted shares returned back to treasury and cancelled | shares | 400,000 | 1,052,631 | |||||||||||
Shares issued price per share | $ / shares | $ 2.75 | ||||||||||||
Number of shares issued during the period | shares | 725 | ||||||||||||
Number of shares issued during the period, value | $ 1,994 | ||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | |||||||||||||
Line of credit | $ 50,000 | ||||||||||||
Interest rate | 3.50% | ||||||||||||
Maturity date | Apr. 15, 2022 | ||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||||||||||||
Number of shares issued for settlement of debt, value | $ 8,001 | ||||||||||||
Number of shares issued for settlement of debt | shares | 2,425 | ||||||||||||
Shares issued price per share | $ / shares | $ 3.30 | ||||||||||||
Subsequent Event [Member] | Falcon Projects [Member] | |||||||||||||
Value of stock sold | $ 11,000 | ||||||||||||
Subsequent Event [Member] | SPG (Europe) AG [Member] | |||||||||||||
Value of stock sold | $ 15,000 | ||||||||||||
Subsequent Event [Member] | Joint Venture [Member] | |||||||||||||
Ownership interest | 35.00% | ||||||||||||
Subsequent Event [Member] | Cormo AG [Member] | |||||||||||||
Ownership interest | 35.00% | ||||||||||||
Subsequent Event [Member] | Investors [Member] | |||||||||||||
Interest in joint venture | $ 400,000 | ||||||||||||
Subsequent Event [Member] | Christopher Grunder [Member] | |||||||||||||
Ownership interest | 15.00% | ||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Convertible Loan Agreement [Member] | |||||||||||||
Line of credit | $ 20,000 | ||||||||||||
Interest rate | 3.50% | ||||||||||||
Maturity date | Jul. 12, 2022 | ||||||||||||
Debt conversion price per share | $ / shares | $ 1.45 | ||||||||||||
Subsequent Event [Member] | Stefan Muehlbauer [Member] | |||||||||||||
Ownership interest | 2.50% | 13.10% | |||||||||||
Subsequent Event [Member] | Paul Meier [Member] | |||||||||||||
Ownership interest | 2.50% | 19.70% | |||||||||||
Subsequent Event [Member] | Kurt Muehlbauer [Member] | |||||||||||||
Ownership interest | 6.50% | 15.00% | |||||||||||
Subsequent Event [Member] | Workplan Holding Inc., [Member] | |||||||||||||
Ownership interest | 1.10% | ||||||||||||
Subsequent Event [Member] | Workplan Holding Inc., [Member] | Restricted Common Stock [Member] | |||||||||||||
Number of shares issued for settlement of debt, value | $ 25,000 | ||||||||||||
Number of shares issued for settlement of debt | shares | 7,576 | ||||||||||||
Shares issued price per share | $ / shares | $ 3.30 | ||||||||||||
Subsequent Event [Member] | Hero Wellness Systems Inc. [Member] | |||||||||||||
Ownership interest | 55.00% | ||||||||||||
Subsequent Event [Member] | Other Investors [Member] | |||||||||||||
Ownership interest | 15.00% | ||||||||||||
Subsequent Event [Member] | First Year [Member] | |||||||||||||
Monthly base rent | $ 4,553 | ||||||||||||
Annual Rent | 54,631 | ||||||||||||
Subsequent Event [Member] | Second Year [Member] | |||||||||||||
Monthly base rent | 4,685 | ||||||||||||
Annual Rent | 56,214 | ||||||||||||
Subsequent Event [Member] | Third Year [Member] | |||||||||||||
Monthly base rent | 4,816 | ||||||||||||
Annual Rent | $ 57,798 |