Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Nov. 30, 2013 | Jan. 10, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Yappn Corp. | ' |
Entity Central Index Key | '0001511735 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Nov-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 100,300,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Nov. 30, 2013 | 31-May-13 |
Current assets: | ' | ' |
Cash | $1,367 | $217,037 |
Accounts receivable | 31,260 | ' |
Prepaid development and related expenses - related party | ' | 80,518 |
Prepaid expenses | 35,368 | 10,040 |
Total current assets | 67,995 | 307,595 |
Total Assets | 67,995 | 307,595 |
Current liabilities: | ' | ' |
Accounts payable | 293,654 | 114,532 |
Loan from third parties | 330,776 | ' |
Accrued development and related expenses - related party | 512,542 | ' |
Accrued expenses | 118,193 | 84,561 |
Convertible note at fair value | 122,575 | ' |
Derivative preferred stock liability | 901,712 | ' |
Total current liabilities | 2,279,452 | 199,093 |
Other liabilities | ' | ' |
Derivative preferred stock liability | ' | 3,479,862 |
Derivative warrant liability | 801,590 | 4,050,278 |
Convertible note at fair value | 106,509 | ' |
Total Liabilities | 3,187,551 | 7,729,233 |
Stockholders' Deficit | ' | ' |
Preferred stock, par value $.0001 per share, 50,000,000 shares authorized: Series "A" Convertible, 10,000,000 shares authorized; 9,360,000 and 7,710,000 shares issued and outstanding, respectively | ' | ' |
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 100,300,000 and 100,000,000 shares issued and outstanding, respectively | 10,030 | 10,000 |
Common stock, par value $.0001 per share, 2,966,667 and -0- shares subscribed not issued, respectively | 292,044 | ' |
Additional paid-in capital | 133,376 | 64,997 |
Deficit accumulated during the developmental stage | -3,555,006 | -7,496,635 |
Total Stockholders' Deficit | -3,119,556 | -7,421,638 |
Total Liabilities And Stockholders' Deficit | $67,995 | $307,595 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2013 | 31-May-13 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 100,300,000 | 100,000,000 |
Common stock, shares outstanding | 100,300,000 | 100,000,000 |
Common stock, shares subscribed not issued | 2,966,667 | 0 |
Series A Convertible preferred stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 9,360,000 | 7,710,000 |
Preferred stock, shares outstanding | 9,360,000 | 7,710,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 37 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Revenues | $25,500 | ' | $31,260 | ' | $37,176 |
Cost of goods sold | 6,440 | ' | 9,983 | ' | 13,107 |
Gross profit | 19,060 | ' | 21,277 | ' | 24,069 |
Operating expenses: | ' | ' | ' | ' | ' |
Marketing | 155,658 | ' | 266,432 | ' | 282,320 |
Research and development expenses | 330,760 | ' | 668,936 | ' | 866,211 |
General and administrative expenses | 166,527 | 2,229 | 201,663 | 3,499 | 346,471 |
Legal fees | 28,210 | ' | 69,497 | ' | 171,899 |
Consulting and professional fees | 296,264 | 20,624 | 829,566 | 28,514 | 1,011,336 |
Total operating expenses | 977,419 | 22,853 | 2,036,094 | 32,013 | 2,678,237 |
Loss from operations | -958,359 | -22,853 | -2,014,817 | -32,013 | -2,654,168 |
Other (income) expense: | ' | ' | ' | ' | ' |
Interest expense | 20,248 | ' | 28,094 | ' | 29,094 |
Financing expense on issuance of derivative liabilities and convertible notes | 85,546 | ' | 2,043,076 | ' | 8,504,776 |
Change in fair value of derivative liabilities and convertible notes | 155,297 | ' | -8,026,438 | ' | -7,631,854 |
Other (income) / expense | 9,156 | ' | -1,178 | ' | -1,178 |
Total other (income) expense | 270,247 | ' | -5,956,446 | ' | 900,838 |
Net income (loss) before taxes | -1,228,606 | -22,853 | 3,941,629 | -32,013 | -3,555,006 |
Provision for income taxes | ' | ' | ' | ' | ' |
Net income (loss) and comprehensive income (loss) | ($1,228,606) | ($22,853) | $3,941,629 | ($32,013) | ($3,555,006) |
Net income (loss) per weighted-average shares common stock - basic | ($0.01) | $0 | $0.04 | $0 | ' |
Net income (loss) per weighted-average shares common stock - diluted | ($0.01) | $0 | $0.03 | $0 | ' |
Weighted-average number of shares of common stock issued and outstanding - basic | 100,300,000 | 142,500,000 | 100,262,295 | 142,500,000 | ' |
Weighted-average number of shares of common stock issued and outstanding - diluted | 100,300,000 | 142,500,000 | 121,193,378 | 142,500,000 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | Total | Common Stock | Common Stock Subscribed | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit during the development stage |
Balance at Nov. 03, 2010 | ' | ' | ' | ' | ' | ' |
Balance, Shares at Nov. 03, 2010 | ' | ' | ' | ' | ' | ' |
Issuance of common stock - at par value ($0.0001) | 750 | 11,250 | ' | ' | -10,500 | ' |
Issuance of common stock - at par value ($0.0001), Share | ' | 112,500,000 | ' | ' | ' | ' |
Issuance of common stock - $0.0013 per share | 40,000 | 3,000 | ' | ' | 37,000 | ' |
Issuance of common stock - $0.0013 per share, Share | ' | 30,000,000 | ' | ' | ' | ' |
Payment of stock issuance costs | -1,828 | ' | ' | ' | -1,828 | ' |
Net income/loss | -18,392 | ' | ' | ' | ' | -18,392 |
Ending Balance at May. 31, 2011 | 20,530 | 14,250 | ' | ' | 24,672 | -18,392 |
Ending Balance, Share at May. 31, 2011 | ' | 142,500,000 | ' | ' | ' | ' |
Net income/loss | -36,606 | ' | ' | ' | ' | -36,606 |
Ending Balance at May. 31, 2012 | -16,076 | 14,250 | ' | ' | 24,672 | -54,998 |
Ending Balance, Share at May. 31, 2012 | ' | 142,500,000 | ' | ' | ' | ' |
Cancellation of common stock | ' | -11,250 | ' | ' | 11,250 | ' |
Cancellation of common stock, Shares | ' | -112,500,000 | ' | ' | ' | ' |
Issuance of common stock for asset purchase | ' | 7,000 | ' | ' | -7,000 | ' |
Issuance of common stock for asset purchase, Shares | ' | 70,000,000 | ' | ' | ' | ' |
Forgiveness of officers & directors advances and liabilities assumed | 36,075 | ' | ' | ' | 36,075 | ' |
Issuance of Series A Convertible preferred stock at par value ($0.0001) and warrants, shares | ' | ' | ' | 7,710,000 | ' | ' |
Net income/loss | -7,441,637 | ' | ' | ' | ' | -7,441,637 |
Ending Balance at May. 31, 2013 | -7,421,638 | 10,000 | ' | ' | 64,997 | -7,496,635 |
Ending Balance, Share at May. 31, 2013 | ' | 100,000,000 | ' | 7,710,000 | ' | ' |
Issuance of common stock for consulting services | 42,000 | 30 | ' | ' | 41,970 | ' |
Issuance of common stock ,Shares | ' | 300,000 | ' | ' | ' | ' |
Issuance of Series A Convertible preferred stock at par value ($0.0001) and warrants, shares | ' | ' | ' | 1,650,000 | ' | ' |
Stock to be issued under subscription agreement for consulting services | 158,711 | ' | 158,711 | ' | ' | ' |
Stock to be issued under subscription agreement for consulting services, Shares | ' | ' | 1,300,000 | ' | ' | ' |
Stock to be issued for licensing rights - related party | 133,333 | ' | 133,333 | ' | ' | ' |
Stock to be issued for licensing rights - related party, Shares | ' | ' | 1,666,667 | ' | ' | ' |
Imputed interest on loan from third party | 26,409 | ' | ' | ' | 26,409 | ' |
Net income/loss | 3,941,629 | ' | ' | ' | ' | 3,941,629 |
Ending Balance at Nov. 30, 2013 | ($3,119,556) | $10,030 | $292,044 | ' | $133,376 | ($3,555,006) |
Ending Balance, Share at Nov. 30, 2013 | ' | 100,300,000 | 2,966,667 | 9,360,000 | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) (USD $) | 6 Months Ended | 7 Months Ended | 12 Months Ended |
Nov. 30, 2013 | 31-May-11 | 31-May-13 | |
Issuance of common stock, per share | ' | $0.00 | ' |
Issuance of common stock, per share | ' | $0.00 | ' |
Issuance of series A convertible preferred stock, per share | $0.00 | ' | $0.00 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | 37 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' | ' |
Net income (loss) | $3,941,629 | ($32,013) | ($3,555,006) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ' | ' | ' |
Depreciation | ' | 339 | 1,498 |
Change in fair value of derivative liabilities and convertible notes | -8,026,438 | ' | -7,631,854 |
Financing expense on issuance of derivative liabilities and convertible notes | 2,120,184 | ' | 8,518,776 |
Stock issuance and subscribed for consulting services | 334,044 | ' | 334,044 |
Imputed interest expense on loan from third party | 26,409 | ' | 26,409 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -31,260 | ' | -31,260 |
Prepaid development and related expenses - related party | 80,518 | ' | ' |
Prepaid expenses | -25,328 | ' | -35,368 |
Accounts payable | 179,122 | 10,259 | 383,986 |
Accrued development and related expense - related party | 512,542 | ' | 512,542 |
Accrued expenses payable | 33,632 | ' | 33,632 |
Net Cash Used in Operating Activities | -854,946 | -21,415 | -1,442,601 |
Cash Flows From Investing Activities: | ' | ' | ' |
Capital expenditures | ' | ' | -2,034 |
Net Cash Used in Investing Activities | ' | ' | -2,034 |
Cash Flows From Financing Activities: | ' | ' | ' |
Proceeds from notes and loans | 474,276 | ' | 474,276 |
Net advances from stockholders forgiven | ' | 4,960 | 11,045 |
Deferred revenue liability assumed by shareholders and directors | ' | 19,795 | 19,795 |
Net proceeds from the issuance of common stock | ' | ' | 38,922 |
Proceeds from the issuance of preferred stock and warrants | 165,000 | ' | 936,000 |
Issuance costs of preferred stock and warrants | ' | ' | -34,036 |
Net Cash Provided by Financing Activities | 639,276 | 24,755 | 1,446,002 |
Net increase (decrease) in cash | -215,670 | 3,340 | 1,367 |
Cash, beginning of period | 217,037 | ' | ' |
Cash, end of period | 1,367 | 3,340 | 1,367 |
Supplemental Disclosure of Non Cash Investing and Financing Activities Information | ' | ' | ' |
Common stock issued for consulting services | 42,000 | ' | 42,000 |
Common stock shares to be issued for consulting services | $292,044 | ' | $292,044 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Basis of Presentation and Organization | |
Yappn Corp., formerly “Plesk Corp.”, (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to provide a social media website that will host multi-language conversations based on different topics generating revenues from both corporate sponsorship and access to its analytical platform. The Company has offices in the US and Canada. In March 2013, the Company acquired a concept and technology license from Intertainment Media Inc., a Canadian company, in exchange for 70,000,000 common stock shares of the Company. As a result of this exchange, Intertainment Media Inc. acquired a 70 percent ownership of the Company. The accompanying consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. | |
Unaudited Interim Financial Statements | |
The interim condensed consolidated financial statements of the Company as of November 30, 2013, and for the three months and six months ended November 30, 2013 and 2012, and cumulative from inception, are unaudited. However, in the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of November 30, 2013, and the results of its operations and its cash flows for the three months and six months ended November 30, 2013 and cumulative from inception. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2014. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of May 31, 2013 filed with the SEC, for additional information including significant accounting policies. | |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. | |
Development Stage | |
The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB Accounting Standards Codification No 915, Development Stage Entities. A development stage enterprise is one in which planned and principal operations have not commenced or, if its operations have commenced, there has been no significant revenue. Development-stage companies report cumulative costs from the enterprise’s inception. | |
Cash and Cash Equivalents | |
For purposes of reporting within the condensed consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. | |
Accounts Receivable | |
Accounts receivable represent trade obligations from customers that are subject to normal trade collection terms, without discount. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. The Company has not recorded any allowances for doubtful accounts for the periods ended November 30, 2013 and May 31, 2013. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and credit to accounts receivable. Actual amounts could vary from the recorded estimates. | |
Revenue Recognition | |
The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured. | |
Cost of Revenue | |
The cost of revenue consists primarily of expenses associated with the delivery and distribution of our products. These include expenses related to the operation of our data centers, salaries, benefits and customer project based costs for certain personnel on our operations teams. | |
Advertising and Promotion Costs | |
Advertising and marketing costs are expensed as incurred and totaled and $266,432 and $0 during the six months ended November 30, 2013 and November 30, 2012, respectively, and $282,320 for the period from November 3, 2010 (inception) through November 30, 2013. | |
Income (Loss) per Common Share | |
Basic income (loss) per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of November 30, 2013 the Company issued 9,360,000 units of Series A Convertible Preferred Stock with a conversion feature to common stock at an exercise price of $0.10 and 9,480,000 five year warrants to purchase an additional share of common stock at a per share exercise price of $0.10, which has a dilutive effect on earnings per share when the Company has net income for the period. Additionally, the Company issued convertible notes that are convertible into common stock at the option of the holder and has a dilutive effect on earnings per share when the Company has net income for the period. The conversion formula is based on the value of the debt host at the time of conversion. | |
Income Taxes | |
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Tax”. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions. | |
The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the condensed consolidated statements of operations and comprehensive income (loss). There have been no penalties nor interest related to unrecognized tax benefits reflected in the statements of operations and comprehensive loss for the six months ended November 30, 2013 and November 30, 2012 and for the period of November 3, 2010 (inception) through November 30, 2013. | |
Fair Value of Financial Instruments | |
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. | |
The Company follows FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: | |
Level 1 - Quoted prices in active markets for identical assets or liabilities; | |
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. | |
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Series A Preferred Stock and Warrants (Notes 8 and 9) and the convertible debt instruments (Note 6) are classified as Level 2 liabilities. | |
As of November 30, 2013 and May 31, 2013, the carrying value of accounts payable and accrued liabilities and loans from related parties approximated fair value due to the short-term nature of these instruments. | |
Fair Value of Preferred Stock and Warrants Derivative Instruments | |
The Company entered into subscription agreements whereby it sold Units consisting of one share of Series A Convertible Preferred Stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $0.10. Both the preferred stock and the warrant are treated as liabilities rather than as equity instruments resulting from the variability caused by the favorable terms to the holders. The Series A Preferred Stock and the five year warrants provide the holder with full anti-dilution ratchet provisions that provide the holder with a potential increase in the amount of common stock exchanged or a reduction in the exercise price of the instruments should the Company subsequently issue stock or securities convertible into common stock at a price lower than the stated exercise price of $0.10. | |
Both instruments are measured at fair value using a binomial lattice valuation methodology and are included in the condensed consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the condensed consolidated statements of operations and comprehensive income (loss). | |
Hybrid Financial Instruments | |
For certain hybrid financial instruments, the Company elected to apply the fair value option to account for these instruments. The Company made an irrevocable election to measure such hybrid financial instruments at fair value in their entirety, with changes in fair value recognized in earnings at each balance sheet date. The election may be made on an instrument by instrument basis. | |
Debt Discount and Amortization of Debt Discount | |
Debt discount represents the fair value of embedded conversion options of various convertible debt instruments and attached convertible equity instruments issued in connection with debt instruments. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of other expenses in the accompanying statements of operations. | |
Fair Value of Convertible Notes | |
On October 9, 2013 and November 15, 2013, the Company issued convertible notes that were convertible into common stock, at the option of the holder, at a conversion prices based on the trading price per share over a period of time. As a result of the variability in the amount of common stock to be issued, these instruments are reflected at fair value. Both instruments are measured at fair value using a binomial lattice valuation methodology and are included in the condensed consolidated balance sheets under the caption “convertible note at fair value”. Any unrealized and realized gains and losses related to the convertible notes are recorded based on the changes in the fair values and are reflected as financing expenses on the condensed consolidated statements of operations and comprehensive loss. | |
Estimates | |
The condensed consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of condensed consolidated 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 the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and revenues and expenses for the periods from November 3, 2010 (inception) through November 30, 2013. | |
The Company’s significant estimates include the fair value of financial instruments including the underlying assumptions to estimate the fair value of derivative financial instruments and convertible notes, income tax rate, income tax provision and valuation allowance of deferred tax assets. | |
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly. | |
These significant accounting estimates bear the risk of change due to the fact that there are uncertainties attached to those estimates and certain estimates are difficult to measure or value. | |
Reclassifications | |
Certain amounts in prior periods have been reclassified to conform to current period presentations with no impact on stockholder’s equity or net income (loss) and comprehensive income (loss). | |
Recent Accounting Pronouncements | |
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. |
Going_Concern
Going Concern | 6 Months Ended |
Nov. 30, 2013 | |
Going Concern [Abstract] | ' |
Going Concern | ' |
2. Going Concern | |
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has net losses for the period from November 3, 2010 (inception) to November 30, 2013 of $3,555,006. The Company has funded its activities primarily from equity and debt financings. From March 2013 through June 2013, the Company raised funds totaling approximately $936,000 through the sale of Units consisting of a Series A Convertible Preferred stock and a warrant. In July 2013 the Company received $336,000 from a loan from a third party. In October and November 2013, the Company issued two convertible promissory notes for principal amounts of $78,500, and $65,000, respectively. | |
Implementation of the Company’s business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. | |
Management plans to meet its operating cash flow requirements from financing activities until the future operating activities become sufficient to support the business to enable the Company to continue as a going concern. In September 2013, the Company began commercial operations of its web-site, which is expected to generate operating cash flows in the future. Until those cash flows are sufficient the Company will pursue other financing when deemed necessary. | |
There can be no assurance that the raising of equity will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 6 Months Ended |
Nov. 30, 2013 | |
Concentration of Credit Risk [Abstract] | ' |
Concentration of Credit Risk | ' |
3. Concentration of Credit Risk | |
All of the Company’s sales for the period from November 3, 2010 (inception) through November 30, 2013 are attributed to a small number of customers. |
Transfer_of_Assets
Transfer of Assets | 6 Months Ended |
Nov. 30, 2013 | |
Transfer of Assets [Abstract] | ' |
Transfer of Assets | ' |
4. Transfer of Assets | |
On March 28, 2013, the Company purchased a prospective social media platform and related group of assets from Intertainment Media, Inc. for 70,000,000 shares of the Company’s common stock. As a result of this purchase Intertainment Media, Inc. became the majority owner of Yappn Corp. Included in the transfer of assets is a services agreement dated March 21, 2013 by and among Intertainment Media, Inc. and its wholly-owned subsidiaries, collectively “Ortsbo”. The services agreement provides general maintenance and enhancements for the assets provided on a fee and license basis. | |
The transferred assets are reflected at the historical carrying value of Intertainment Media, Inc. which was Nil. |
Convertible_Promissory_Bridge_
Convertible Promissory Bridge Loan and Loan from Third Party | 6 Months Ended |
Nov. 30, 2013 | |
Convertible Promissory Bridge Loan and Loan from Third Party and Convertible Promissory Notes [Abstract] | ' |
Convertible Promissory Bridge Loan and Loan from Third Party | ' |
5. Convertible Promissory Bridge Loan and Loan from Third Party | |
On February 28, 2013, the Company agreed to a 6% convertible promissory bridge loan in the aggregate principal amount of $200,000 to an accredited investor, with gross proceeds of $200,000. The transfer of the principal did not take place until March 28, 2013, at which time it was exchanged, along with implied accrued interest of $1,000, for the purchase of 4,010,000 Units of Series A Convertible Preferred Stock and attached warrants at a stated value of $0.10 per unit on that date (Note 8). | |
On July 10, 2013, the Company borrowed $336,000 (Canadian $350,000) from a private individual. The loan has a term of six months and is interest free for the first 120 days and 1% per month for the remainder with a final bullet payment due at the end of the term. As a result of favorable terms to the Company, the fair value of the loan on inception was estimated at $309,313 using an imputed interest rate of 18%. As of November 30, 2013, the fair value of the note was $330,776. |
Convertible_Promissory_Notes
Convertible Promissory Notes | 6 Months Ended | ||||||||||||
Nov. 30, 2013 | |||||||||||||
Convertible Promissory Bridge Loan and Loan from Third Party and Convertible Promissory Notes [Abstract] | ' | ||||||||||||
Convertible Promissory Notes | ' | ||||||||||||
6. Convertible Promissory Notes | |||||||||||||
On October 9, 2013 the Company sold an 8% Convertible Note in the principal amount of $78,500 pursuant to a Securities Purchase Agreement, which was executed on October 9, 2013. The 8% Convertible Note matures on July 2, 2014 and has an interest rate of 8% per annum until it becomes due. Any amount of principal or interest which is not paid when due, shall bear interest at the rate of 22% per annum from the due date thereof. | |||||||||||||
The 8% Convertible Note may be converted into common stock of the Company at any time beginning on the 180th day of the date from issuance. However, it shall not be converted if the conversion would result in beneficial ownership by the holder and its affiliates to own more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the Note holder with not less than 61 days’ prior notice to the Company. The conversion price is 61% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to the conversion date. | |||||||||||||
On November 15, 2013, the Company executed and issued a Convertible Promissory Note agreement with an investor in the principal amount of $500,000, with a $50,000 original issue discount that shall be ratably applied towards payments made by the investor. The Convertible Promissory Note is due two years from the effective date of each payment. It is interest free if repaid within 90 days and if not paid within 90 days, it bears a one-time interest charge of 12%, which is in addition to the original issue discount. The Company agreed to pay a closing and due diligence fee of 8% of each payment made by the investor which shall be applied to the principal amount of the Convertible Promissory Note. After 90 days from the effective date and until the maturity date the Company may not make further payments on the note without written approval. The principal and any accrued interest are convertible into the Company’s common stock at the lower of $0.075 per share or 60% of the lowest trade price in the 25 days prior to conversion. The note has piggyback registration rights with respect to the shares into which the note is convertible. As of November 30, 2013, the Company had borrowed $65,000 under this agreement. | |||||||||||||
As a result of the variability in the amount of common stock to be issued, the Company has elected to value these instruments at fair value. | |||||||||||||
The following is a summary of the convertible notes as of November 30, 2013: | |||||||||||||
8% Convertible | Convertible | ||||||||||||
Note | Promissory | Total | |||||||||||
Note | |||||||||||||
Principal amounts | $ | 78,500 | $ | 65,000 | $ | 143,500 | |||||||
Convertible notes at fair value at commitment date | $ | 100,234 | $ | 142,812 | $ | 243,046 | |||||||
Change in fair value | 22,341 | (36,303 | ) | (13,962 | ) | ||||||||
Convertible notes at fair value at November 30, 2013 | $ | 122,575 | $ | 106,509 | $ | 229,084 | |||||||
The Company has determined the convertible notes to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of the commitment date and November 30, 2013. The Company used the following basic data inputs for the calculation: the exercise or strike price ranging from $0.045 to $0.071, time to expiration ranging from 214 to 730 days, the risk free interest rate of 0.11%, the stock price on the commitment date of $0.07, the current stock price on the reporting date of $0.09, the estimated volatility of the stock price in the future of 150%, and no dividends. |
Common_Stock
Common Stock | 6 Months Ended |
Nov. 30, 2013 | |
Common Stock [Abstract] | ' |
Common Stock | ' |
7. Common Stock | |
On December 8, 2010, the Company issued 112,500,000 post-split (7,500,000 pre-split) shares of common stock to the officers and directors of the Company for cash proceeds of $750. | |
During the period from November 3, 2010 (inception) through May 31, 2011 the Company issued 30,000,000 post-split (2,000,000 pre-split) shares of its common stock, par value $0.0001 per share, for $40,000 less issuance costs of $1,828. | |
On March 11, 2013, the Company authorized a stock dividend, treated as a stock split for accounting purposes, whereby an additional 14 shares of common stock, par value $0.0001 per share, was issued on each one share of common stock outstanding to each holder of record on March 25, 2013. All common stock and per share information has been adjusted retroactively for the stock split. | |
On March 14, 2013 the Company changed the authorized stock to 200,000,000 shares, par value $0.0001 per share. | |
On March 28, 2013, immediately following the Asset Purchase, under the terms of an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, the Company transferred all of its pre-Asset Purchase assets and liabilities to the Company’s wholly-owned subsidiary, Plesk Holdings, Inc., a Delaware corporation. Thereafter, pursuant to a stock purchase agreement, the Company transferred all of the outstanding capital stock of Plesk Holdings, Inc. to certain of the Company’s former shareholders in exchange for cancellation of an aggregate of 112,500,000 shares of our common stock held by such persons. | |
On June 24, 2013, the Company issued and transferred 300,000 shares of common stock, valued at $42,000 in exchange for business consulting services. The Company will issue an additional 300,000 shares of common stock, valued at $33,000, in exchange for business consulting services over the period ended November 30, 2013. | |
The Company will issue 500,000 shares of common stock to a provider of consulting services for past consulting obligations and in consideration of arrangements entered into for Intertainment Media, Inc. for prior and future obligations. The Company negotiated a settlement with that same provider of consulting services to only issue an additional 200,000 shares of common stock for services provided instead of the original estimate of 449,261 shares of common stock. The provider will now receive a total of 700,000 shares of common stock for settlement of all current and prior consulting services as of November 30, 2013 with a value of $101,711. | |
The Company will issue 300,000 share of common stock, valued at $24,000, in addition to cash compensation to a provider of strategic consulting services. | |
The Company will issue 1,666,667 shares of common stock, valued at $133,333, to Ortsbo for amending the Services Agreement dated March 21, 2013 for an exclusive license to use the Ortsbo property (see Note 12). |
Preferred_Stock_and_Warrants
Preferred Stock and Warrants | 6 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Preferred Stock and Warrants [Abstract] | ' | ||||||||
Preferred Stock and Warrants | ' | ||||||||
8. Preferred Stock and Warrants | |||||||||
On March 14, 2013 the Company authorized 50,000,000 shares of preferred stock, par value $0.0001. | |||||||||
Series A Preferred Stock | |||||||||
On March 28, 2013 the Company was authorized to issue 5,500,000 shares of Series A Preferred Stock with a par value $0.0001 and a stated value of $0.10. | |||||||||
On March 28, 2013, the Company sold an aggregate of 4,010,000 Units at a per unit price of $0.10 on a private placement basis to certain investors for net cash proceeds, including the conversion of $201,000 from the bridge loan (Note 5) including associated interest, for $401,000. Each Unit consisted of (i) one share of the Series A Convertible Preferred Stock, par value $0.0001 per share, convertible into one share of our common stock; and (ii) a five year warrant to purchase an additional share of the Company’s common stock at a per share exercise price of $0.10. At the time of the sale, the market price of the Company’s common stock was $0.50. | |||||||||
The net cash proceeds from the financing were $401,000. As the instruments are considered derivatives and the assigned fair values were greater than the net cash proceeds from the transaction, the excess was treated as a financing expense on issuance of derivatives for accounting purposes and reported on the Company’s condensed consolidated statements of operations and comprehensive income (loss) below the operating income as an “other expense”. | |||||||||
Accounting allocation of initial proceeds | 28-Mar-13 | ||||||||
Gross proceeds | $ | 401,000 | |||||||
Derivative preferred stock liability fair value | (1,610,015 | ) | |||||||
Derivative warrant liability fair value | (1,909,161 | ) | |||||||
Financing expense on issuance of derivative instruments | $ | 3,118,176 | |||||||
On May 31, 2013, the Company amended and restated the Certificate of Designation governing the Series A Preferred Stock in order to increase the number of authorized shares of preferred stock designated as Series A Preferred Stock to 10,000,000 shares. Subsequent to the increase, on May 31, 2013, the Company sold an additional 3,700,000 Units to certain accredited investors for an aggregate purchase price of $370,000. Each Unit consisted of (i) one share of the Series A Convertible Preferred Stock, par value $0.0001 per share, convertible into one share of our common stock; and (ii) a five year warrant to purchase an additional share of the Company’s common stock at a per share exercise price of $0.10. At the time of the sale, the market price of the Company’s common stock was $0.55. | |||||||||
The net cash proceeds from the financing were $370,000. As the instruments are considered derivatives and the assigned fair values were greater than the net cash proceeds from the transaction, the excess was treated as a financing expense on issuance of derivatives for accounting purposes and reported on the Company’s condensed consolidated statements of operations and comprehensive income (loss) below the operating income as an “other expense”. | |||||||||
Accounting allocation of initial proceeds | 31-May-13 | ||||||||
Gross proceeds | $ | 370,000 | |||||||
Derivative preferred stock liability fair value | (1,670,550 | ) | |||||||
Derivative warrant liability fair value | (1,945,830 | ) | |||||||
Financing expense on issuance of derivative instruments | $ | 3,246,380 | |||||||
On June 7, 2013, the Company sold an additional 1,650,000 Units to certain accredited investors for an aggregate purchase price of $165,000. Each Unit consisted of (i) one share of the Series A Convertible Preferred Stock, par value $0.0001 per share, convertible into one share of our common stock; and (ii) a five year warrant to purchase an additional share of the Company’s common stock at a per share exercise price of $0.10. At the time of the sale, the market price of the Company’s common stock was $0.72. | |||||||||
The net cash proceeds from the financing were $165,000. As the instruments are considered derivatives and the assigned fair values were greater than the net cash proceeds from the transaction, the excess was treated as a financing expense on issuance of derivatives for accounting purposes and reported on the Company’s condensed consolidated statements of operations and comprehensive income (loss) below the operating income as an “other expense”. | |||||||||
Accounting allocation of initial proceeds | 7-Jun-13 | ||||||||
Gross proceeds | $ | 165,000 | |||||||
Derivative preferred stock liability fair value | (1,025,475 | ) | |||||||
Derivative warrant liability fair value | (1,146,915 | ) | |||||||
Financing expense on issuance of derivative instruments | $ | 2,007,390 | |||||||
On November 15, 2013, the Company issued 120,000 warrants under the same full ratchet anti-dilution provisions as the other warrants, to a broker as compensation for a portion of the private placement made on May 31, 2013. The broker previously received a cash commission of $34,036 and together with the warrants, valued at $13,248, bringing the total broker fees to $47,284. | |||||||||
The calculation methodologies for the fair values of the derivative preferred stock liability and the derivative warrant liability are described in Note 9 – Derivative Preferred Stock and Warrant Liabilities. | |||||||||
The following is a summary of preferred stock and warrants issued, forfeited or expired and exercised through November 30, 2013: | |||||||||
Preferred Stock | Warrants | ||||||||
Outstanding as of May 31, 2012 | - | - | |||||||
Issued on March 28, 2013 | 4,010,000 | 4,010,000 | |||||||
Issued on May 31, 2013 | 3,700,000 | 3,700,000 | |||||||
Exercised and expired | - | - | |||||||
Total – as of May 31, 2013 | 7,710,000 | 7,710,000 | |||||||
Issued on June 7, 2013 | 1,650,000 | 1,650,000 | |||||||
Exercised and expired | - | - | |||||||
Issued on November 15, 2013 | - | 120,000 | |||||||
Total – as of November 30, 2013 | 9,360,000 | 9,480,000 | |||||||
The outstanding warrants at May 31, 2013 and November 30, 2013 have a stated average exercise price of $0.10 per share and have an approximate weighted average remaining life ranging from approximately 4.3 years to 5 years. | |||||||||
As a result of the issuance of convertible notes with a conversion formula resulting in a conversion price lower than the strike price for the preferred stock and warrants, the Company has made adjustments to reflect the estimated obligations. As a result of the ratchet provisions, the Company calculated its obligations using a conversion price of 60% discount of the market price on the date of issuance. | |||||||||
For the preferred stock, the Company has estimated its exposure to be approximately $614,430 in a separate calculation, using the same binomial lattice methodology and values for of the underlying preferred stock issuances. Since the provisions for the warrants are different than the preferred stock, the Company adjusted the assumptions used in the binomial lattice valuation to account for the estimated change in the exercise price. Both effects are treated as a change in the fair value of derivative liabilities and convertible notes on the condensed consolidated statement of operations and comprehensive income (loss) and as additions to the derivative liabilities on the condensed consolidated balance sheet (Note 9). |
Derivative_Preferred_Stock_and
Derivative Preferred Stock and Warrant Liabilities | 6 Months Ended | ||||||||||||
Nov. 30, 2013 | |||||||||||||
Derivative Preferred Stock and Warrant Liabilities [Abstract] | ' | ||||||||||||
Derivative Preferred Stock and Warrant Liabilities | ' | ||||||||||||
9. Derivative Preferred Stock and Warrant Liabilities | |||||||||||||
The Company has preferred stock and warrants outstanding with price protection provisions that provide the holder with a potential increase in the amount of common stock exchanged or a reduction in the exercise price of the instruments should the Company subsequently issue stock or securities convertible into common stock at a price lower than the stated exercise price of $0.10. Simultaneously, with any reduction to the exercise price, additional preferred shares will be issued in direct correlation to a reduction in the exercise price and that the conversion price of the warrants will be decreased to the new price. The price protection on the preferred shares is for a twelve month period, while the price protection on the warrants is for the life of the warrants. | |||||||||||||
Accounting for Derivative Preferred Stock Liability | |||||||||||||
The Company’s derivative preferred stock instruments have been measured at fair value at November 30, 2013 and May 31, 2013 using the binomial lattice model. The Company recognizes all of its preferred stock with price protection in its condensed consolidated balance sheet as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the condensed consolidated statements of operations and comprehensive income (loss). The initial recognition and subsequent changes in fair value of the derivative preferred stock liability have no effect on the Company’s condensed consolidated cash flows. | |||||||||||||
The revaluation of the preferred stock at each reporting period resulted in the recognition of a gain of $4,218,055 and a loss of $199,297 within the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the six months ended November 30, 2013 and the year ended May 31, 2013, respectively, and is included in the condensed consolidated statements of operations and comprehensive income (loss) under the caption “Change in fair value of derivative liabilities and convertible notes”. The estimated effect of the ratchet provision is estimated as $614,430 expense for the six month period ended November 30, 2013. The fair value of the preferred stock at November 30, 2013 and May 31, 2013 was $901,712 and $3,479,862, respectively, which is reported on the condensed consolidated balance sheets under the caption “Derivative Preferred Stock Liability”. | |||||||||||||
The following is a summary of the derivative preferred stock liability from May 31, 2012 through November 30, 2013: | |||||||||||||
Value | No. of Preferred | ||||||||||||
Stock Units | |||||||||||||
Balance as of May 31, 2012 | $ | - | - | ||||||||||
Preferred stock issued March 28, 2013 | 1,610,015 | 4,010,000 | |||||||||||
Preferred stock issued May 31, 2013 | 1,670,550 | 3,700,000 | |||||||||||
Increase in fair value of derivative preferred stock liability | 199,297 | - | |||||||||||
Balance as of May 31, 2013 | 3,479,862 | 7,710,000 | |||||||||||
Preferred stock issued June 7, 2013 | 1,025,475 | 1,650,000 | |||||||||||
Estimated effect of ratchet provisions | 614,430 | - | |||||||||||
Decrease in fair value of derivative preferred stock liability | (4,218,055 | ) | - | ||||||||||
Balance as of November 30, 2013 | $ | 901,712 | 9,360,000 | ||||||||||
Fair Value Assumptions Used in Accounting for Derivative Preferred Stock Liability | |||||||||||||
The Company has determined its derivative preferred stock liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of November 30, 2013 and May 31, 2013. The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. | |||||||||||||
The key inputs used in the March 28, 2013 issuance of 4,010,000 preferred stock shares for determination of fair value calculations were as follows: | |||||||||||||
March 28, | May 31, | November 30, | |||||||||||
2013 | 2013 | 2013 | |||||||||||
Current stock price | $ | 0.5 | $ | 0.55 | $ | 0.09 | |||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||
Time to expiration - days | 365 | 301 | 118 | ||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | 0.11 | % | |||||||
Estimated volatility | 100 | % | 100 | % | 150 | % | |||||||
Dividend | - | - | - | ||||||||||
The key inputs used in the May 31, 2013 issuance of 3,700,000 preferred stock shares for determination of fair value calculations were as follows: | |||||||||||||
May 31, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.55 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||
Time to expiration - days | 365 | 182 | |||||||||||
Risk free interest rate | 1.48 | % | 0.11 | % | |||||||||
Estimated volatility | 100 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
The key inputs used in the June 7, 2013 issuance of 1,650,000 preferred stock shares for determination of fair value calculations were as follows: | |||||||||||||
June 7, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.72 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||
Time to expiration - days | 365 | 189 | |||||||||||
Risk free interest rate | 1.48 | % | 0.11 | % | |||||||||
Estimated volatility | 100 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
The Company separately calculated the estimated exposure to the ratchet provisions of the preferred stock subscription. The Company estimated the equivalent shares and used the binomial lattice valuation model for the underlying preferred stock issuances to arrive at an estimated exposure of $614,430. This amount is included in the condensed consolidated statements of operations and comprehensive income (loss) under the caption “Change in fair value of derivative liabilities and convertible notes”. | |||||||||||||
Accounting for Derivative Warrant Liability | |||||||||||||
The Company’s derivative warrant instruments have been measured at fair value at November 30, 2013 and May 31, 2013 using the binomial lattice model. The Company recognizes all of its warrants with price protection in its condensed consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the condensed consolidated statements of operations and comprehensive income (loss). The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s condensed consolidated cash flows. | |||||||||||||
The revaluation of the warrants at each reporting period resulted in the recognition of a gain of $4,405,239 and a loss of $195,287 within the Company’s condensed consolidated statements of operations and comprehensive loss for the six months ended November 30, 2013 and for the year ended May 31, 2013, respectively, and is included in the condensed consolidated statements of operations and comprehensive income (loss) under the caption “Change in fair value of derivative liabilities and convertible notes”. The fair value of the warrants at November 30, 2013 and May 31, 2013 was $801,590 and $4,050,278, respectively, which is reported on the condensed consolidated balance sheets under the caption “Derivative Warrant Liability”. | |||||||||||||
The following is a summary of the derivative warrant liability from May 31, 2012 through November 30, 2013: | |||||||||||||
Value | No. of Warrants | ||||||||||||
Balance as of May 31, 2012 | $ | - | - | ||||||||||
Warrants issued March 28, 2013 | 1,909,161 | 4,010,000 | |||||||||||
Warrants issued May 31, 2013 | 1,945,830 | 3,700,000 | |||||||||||
Increase in fair value of derivative warrant liability | 195,287 | - | |||||||||||
Balance as of May 31, 2013 | 4,050,278 | 7,710,000 | |||||||||||
Warrants issued June 7, 2013 | 1,146,915 | 1,650,000 | |||||||||||
Warrants issued November 15, 2013 | 9,636 | 120,000 | |||||||||||
Decrease in fair value of derivative warrant liability | (4,405,239 | ) | - | ||||||||||
Balance as of November 30, 2013 | $ | 801,590 | 9,480,000 | ||||||||||
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability | |||||||||||||
The Company has determined its derivative warrant liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of November 30, 2013 and May 31, 2013. The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. The data inputs are reflective of adjustments for any ratchet provisions that need to be considered. | |||||||||||||
The key inputs used in the March 28, 2013 issuance of 4,010,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
March 28, | May 31, | November 30, | |||||||||||
2013 | 2013 | 2013 | |||||||||||
Current stock price | $ | 0.5 | $ | 0.55 | $ | 0.09 | |||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.03 | |||||||
Time to expiration - days | 1,826 | 1,762 | 1,670 | ||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | 1.37 | % | |||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||
Dividend | - | - | - | ||||||||||
The key inputs used in the May 31, 2013 issuance of 3,700,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
May 31, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.55 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.03 | |||||||||
Time to expiration - days | 1,826 | 1,734 | |||||||||||
Risk free interest rate | 1.48 | % | 1.37 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
The key inputs used in the June 7, 2013 issuance of 1,650,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
June 7, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.72 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.03 | |||||||||
Time to expiration - days | 1,826 | 1,741 | |||||||||||
Risk free interest rate | 1.48 | % | 1.37 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
In connection with a portion of the private placement on May 31, 2013, the broker was eligible for 120,000 warrants having the same full ratchet anti-dilution provisions as the other warrants, as part of the broker’s commission. These warrants were estimated using the same valuation techniques and reflected as an accrued liability until issued on November 15, 2013 at a value of $9,636. Any prior accruals of approximately $53,000 for these warrants were adjusted in the condensed consolidated statements of operations and comprehensive income (loss) under the caption “Change in fair value of derivative liabilities and convertible notes”. | |||||||||||||
The key inputs used in the November 15, 2013 issuance of 120,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
November 15, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.08 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.03 | |||||||||
Time to expiration - days | 1,826 | 1,811 | |||||||||||
Risk free interest rate | 1.37 | % | 1.37 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||
Dividend | - | - |
Employee_Benefit_and_Incentive
Employee Benefit and Incentive Plans | 6 Months Ended |
Nov. 30, 2013 | |
Employee Benefit and Incentive Plans [Abstract] | ' |
Employee Benefit and Incentive Plans | ' |
10. Employee Benefit and Incentive Plans | |
On March 28, 2013, the Company adopted an equity incentive plan pursuant to which 10,000,000 shares of common stock may be issued as incentive awards to officers, directors, employees, consultants and other qualified persons. As of May 31, 2013 and November 30, 2013 no shares have been issued under this plan. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
11. Income Taxes | |||||||||
The provision for income taxes for the six months ended November 30, 2013 and November 30, 2012 consisted of the following: | |||||||||
November 30, | November 30, | ||||||||
2013 | 2012 | ||||||||
Current | $ | - | $ | - | |||||
Deferred | 714,607 | 10,884 | |||||||
Change in valuation allowance | (714,607 | ) | (10,884 | ) | |||||
$ | - | $ | - | ||||||
The Company’s income tax rate computed at the statutory federal rate of 35% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. | |||||||||
November 30, | November 30, | ||||||||
2013 | 2012 | ||||||||
Income tax at statutory rate | 35 | % | 34 | % | |||||
Permanent difference | (53.00 | ) | - | ||||||
Change in valuation allowance | 18 | (34.00 | ) | ||||||
Total | 0 | % | 0 | % | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance. The Company’s deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. | |||||||||
The tax effects of temporary differences that give rise to the Company’s deferred tax asset as of November 30, 2013 and May 31, 2013 are as follows: | |||||||||
November 30, | May 31, | ||||||||
2013 | 2013 | ||||||||
Net operating loss | $ | 950,642 | $ | 236,035 | |||||
Less: valuation allowance | (950,642 | ) | (236,035 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
As of November 30, 2013 and May 31, 2013 the Company had a net operating loss carry-forward of approximately $2,716,121 and $674,387, respectively, which may be used to offset future taxable income and begins to expire in 2033. |
Related_Party_Balances_and_Tra
Related Party Balances and Transactions | 6 Months Ended |
Nov. 30, 2013 | |
Related Party Balances and Transactions [Abstract] | ' |
Related Party Balances and Transactions | ' |
12. Related Party Balances and Transactions | |
On December 8, 2010, the Company issued 112,500,000 shares of common stock (post stock split) to the officers and directors of the Company for cash proceeds of $750. | |
During the period from November 3, 2010 (inception) through May 31, 2011, a stockholder advanced $13,525 to the Company for working capital purposes. These amounts were non-interest bearing, due on demand, and were repaid during the year ended May 31, 2011. | |
During the year ended May 31, 2012, the Company’s officer and director advanced $6,359 to the Company for working capital purposes. | |
On April 25, 2012, the Company’s previous officer and director agreed to lend the Company up to $100,000 over the next two years provided that at no time can the principal amount outstanding exceed $25,000. No interest accrued on the outstanding principal under the terms of this note. As of the resignation of the officer in March 2013, there was no outstanding balance. There were no obligations outstanding as of May 31, 2013. | |
In February 2013, a stockholder assumed the Company’s obligation to fulfill a sale of product from which the Company previously received $19,795. These amounts were offset against the stockholders advances. | |
During the year ended May 31, 2013 a previous officer advanced $4,686 for working capital purposes, assumed liabilities of $5,771 for the Company, and purchased a computer for $536 from the Company for which proceeds were netted against amounts owed to him. There were no further advances provided by that officer prior to his resigning. All obligations were settled as of March 28, 2013. | |
Total stockholder account forgiven was $36,075. No amounts are due to the stockholder as of May 31, 2013. | |
From inception until March 28, 2013, a former officer and director of the Company provided office space and other office administrative resources at no cost. Subsequent to March 28, 2013, the Company utilizes office space from Intertainment Media, Inc., when necessary. | |
On March 28, 2013, the Company purchased the Yappn assets from Intertainment Media, Inc. in consideration for 70,000,000 shares of common stock for a controlling 70 percent interest in the Company, The Chief Executive Officer and director of the Company, David Lucatch, and a Director of the Company, Herb Willer, are also Chief Executive Officer and directors of Intertainment Media, Inc. | |
On March 28, 2013, as part of the assets purchased the Company also assumed a technology services agreement with Ortsbo, a wholly-owned subsidiary of Intertainment Media, Inc. Mr. Lucatch is also the president and a member of the Board of Directors of Ortsbo, Inc. (he was Chief Executive of Ortsbo, Inc. from 2010 through 2012). Mr. Lucatch is also a member of the Board of Directors of Ortsbo USA, Inc. The service agreement requires the Company to pay cost plus thirty percent (30%) for actual cost incurred by Ortsbo in providing technology services. In addition, the Company shall pay to Ortsbo an ongoing revenue share which shall equal seven percent (7%) of the gross revenue generated by the Company’s activities utilizing the technology. | |
In April and May 2013, the Company paid for general development and managerial services performed by its parent, Intertainment Media, Inc., and prepaid for such services for the subsequent months. The Company also prepaid expenses for the CEO, David Lucatch. Services provided by Intertainment Media, Inc. personnel are invoiced on a per hour basis at a market rate per hour as determined by the type of activity and the skill set provided. Costs incurred by Intertainment Media, Inc. for third party purchases are invoiced at cost. Related party fees incurred and paid under this arrangement totaled $233,400 for the year end May 31, 2013 and a remaining related party prepaid balance totaling $80,518 existed as of May 31, 2013. | |
For the six months ended November 30, 2013, the Company paid for general development and managerial services performed by its parent, Intertainment Media, Inc. Related party fees incurred and paid and accrued under this arrangement totaled $778,727 for the six months ended November 30, 2013 and a remaining related party liability balance totaling $512,543 existed as of November 30, 2013. | |
The Company agreed to issue 500,000 shares of common stock, valued at $75,000, to a provider of consulting services for past consulting obligations and in consideration of arrangements entered into for Intertainment Media, Inc. for prior and future obligations. The Company has reflected this transaction in stockholder’s equity as a subscription of the common stock and established a receivable due from Intertainment Media, Inc. which is reflected as a prepaid development and related expense of a related party on the balance sheet. As of November 30, 2013 no commons stock has been issued. | |
On October 23, 2013, the Company and Ortsbo, a wholly owned subsidiary of Intertainment Media, Inc., entered into an amendment to the Services Agreement dated March 21, 2013 for an exclusive license to use the Ortsbo property in exchange for 1,666,667 shares of common stock of the Company. The shares were valued at the market price on the date of the agreement for a value of $133,333. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
13. Commitments and Contingencies | |
None. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
14. Subsequent Events | |
On December 12, 2013 the Company, sold an 8% Convertible Note in the principal amount of $42,500 pursuant to a Securities Purchase Agreement, which was executed on December 4, 2013. The 8% Convertible Note matures on September 6, 2014 and has an interest rate of 8% per annum until it becomes due. Any amount of principal or interest which is not paid when due, shall bear interest at the rate of 22% per annum from the due date thereof. | |
The 8% Convertible Note may be converted into common stock of the Company at any time beginning on the 180th day of the date from issuance. However, it shall not be converted if the conversion would result in beneficial ownership by the holder and its affiliates to own more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the Note holder with not less than 61 days’ prior notice to the Company. The conversion price is 61% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to the conversion date. | |
On December 17, 2013, the Company sold two (2) 8% convertible promissory note in the amount of $25,000 each for a total of $50,000 before deductions of banking fees of $2,500 and legal expenses of $1,500 for each note resulting in a net cash received of $42,000. The notes mature on September 13, 2014. The note may be converted into common stock of the Company at any time beginning on the 180th day of the date of the note at a conversion price of 55% of the average prices of the lowest two closing prices on the 10 days prior to conversion pursuant to the requirements of the note. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of Presentation and Organization | ' |
Basis of Presentation and Organization | |
Yappn Corp., formerly “Plesk Corp.”, (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to provide a social media website that will host multi-language conversations based on different topics generating revenues from both corporate sponsorship and access to its analytical platform. The Company has offices in the US and Canada. In March 2013, the Company acquired a concept and technology license from Intertainment Media Inc., a Canadian company, in exchange for 70,000,000 common stock shares of the Company. As a result of this exchange, Intertainment Media Inc. acquired a 70 percent ownership of the Company. The accompanying consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. | |
Unaudited Interim Financial Statements | ' |
Unaudited Interim Financial Statements | |
The interim condensed consolidated financial statements of the Company as of November 30, 2013, and for the three months and six months ended November 30, 2013 and 2012, and cumulative from inception, are unaudited. However, in the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of November 30, 2013, and the results of its operations and its cash flows for the three months and six months ended November 30, 2013 and cumulative from inception. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2014. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of May 31, 2013 filed with the SEC, for additional information including significant accounting policies. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. | |
Development Stage | ' |
Development Stage | |
The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB Accounting Standards Codification No 915, Development Stage Entities. A development stage enterprise is one in which planned and principal operations have not commenced or, if its operations have commenced, there has been no significant revenue. Development-stage companies report cumulative costs from the enterprise’s inception. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of reporting within the condensed consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. | |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable represent trade obligations from customers that are subject to normal trade collection terms, without discount. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. The Company has not recorded any allowances for doubtful accounts for the periods ended November 30, 2013 and May 31, 2013. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and credit to accounts receivable. Actual amounts could vary from the recorded estimates. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured. | |
Cost of Revenue | ' |
Cost of Revenue | |
The cost of revenue consists primarily of expenses associated with the delivery and distribution of our products. These include expenses related to the operation of our data centers, salaries, benefits and customer project based costs for certain personnel on our operations teams. | |
Advertising and Promotion Costs | ' |
Advertising and Promotion Costs | |
Advertising and marketing costs are expensed as incurred and totaled and $266,432 and $0 during the six months ended November 30, 2013 and November 30, 2012, respectively, and $282,320 for the period from November 3, 2010 (inception) through November 30, 2013. | |
Income (Loss) per Common Share | ' |
Income (Loss) per Common Share | |
Basic income (loss) per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of November 30, 2013 the Company issued 9,360,000 units of Series A Convertible Preferred Stock with a conversion feature to common stock at an exercise price of $0.10 and 9,480,000 five year warrants to purchase an additional share of common stock at a per share exercise price of $0.10, which has a dilutive effect on earnings per share when the Company has net income for the period. Additionally, the Company issued convertible notes that are convertible into common stock at the option of the holder and has a dilutive effect on earnings per share when the Company has net income for the period. The conversion formula is based on the value of the debt host at the time of conversion. | |
Income Taxes | ' |
Income Taxes | |
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Tax”. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions. | |
The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the condensed consolidated statements of operations and comprehensive income (loss). There have been no penalties nor interest related to unrecognized tax benefits reflected in the statements of operations and comprehensive loss for the six months ended November 30, 2013 and November 30, 2012 and for the period of November 3, 2010 (inception) through November 30, 2013. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. | |
The Company follows FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: | |
Level 1 - Quoted prices in active markets for identical assets or liabilities; | |
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. | |
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Series A Preferred Stock and Warrants (Notes 8 and 9) and the convertible debt instruments (Note 6) are classified as Level 2 liabilities. | |
As of November 30, 2013 and May 31, 2013, the carrying value of accounts payable and accrued liabilities and loans from related parties approximated fair value due to the short-term nature of these instruments. | |
Fair Value of Preferred Stock and Warrants Derivative Instruments | ' |
Fair Value of Preferred Stock and Warrants Derivative Instruments | |
The Company entered into subscription agreements whereby it sold Units consisting of one share of Series A Convertible Preferred Stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $0.10. Both the preferred stock and the warrant are treated as liabilities rather than as equity instruments resulting from the variability caused by the favorable terms to the holders. The Series A Preferred Stock and the five year warrants provide the holder with full anti-dilution ratchet provisions that provide the holder with a potential increase in the amount of common stock exchanged or a reduction in the exercise price of the instruments should the Company subsequently issue stock or securities convertible into common stock at a price lower than the stated exercise price of $0.10. | |
Both instruments are measured at fair value using a binomial lattice valuation methodology and are included in the condensed consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the condensed consolidated statements of operations and comprehensive income (loss). | |
Hybrid Financial Instruments | ' |
Hybrid Financial Instruments | |
For certain hybrid financial instruments, the Company elected to apply the fair value option to account for these instruments. The Company made an irrevocable election to measure such hybrid financial instruments at fair value in their entirety, with changes in fair value recognized in earnings at each balance sheet date. The election may be made on an instrument by instrument basis. | |
Debt Discount and Amortization of Debt Discount | ' |
Debt Discount and Amortization of Debt Discount | |
Debt discount represents the fair value of embedded conversion options of various convertible debt instruments and attached convertible equity instruments issued in connection with debt instruments. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of other expenses in the accompanying statements of operations. | |
Fair Value of Convertible Notes | ' |
Fair Value of Convertible Notes | |
On October 9, 2013 and November 15, 2013, the Company issued convertible notes that were convertible into common stock, at the option of the holder, at a conversion prices based on the trading price per share over a period of time. As a result of the variability in the amount of common stock to be issued, these instruments are reflected at fair value. Both instruments are measured at fair value using a binomial lattice valuation methodology and are included in the condensed consolidated balance sheets under the caption “convertible note at fair value”. Any unrealized and realized gains and losses related to the convertible notes are recorded based on the changes in the fair values and are reflected as financing expenses on the condensed consolidated statements of operations and comprehensive loss. | |
Estimates | ' |
Estimates | |
The condensed consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of condensed consolidated 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 the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and revenues and expenses for the periods from November 3, 2010 (inception) through November 30, 2013. | |
The Company’s significant estimates include the fair value of financial instruments including the underlying assumptions to estimate the fair value of derivative financial instruments and convertible notes, income tax rate, income tax provision and valuation allowance of deferred tax assets. | |
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly. | |
These significant accounting estimates bear the risk of change due to the fact that there are uncertainties attached to those estimates and certain estimates are difficult to measure or value. | |
Reclassifications | ' |
Reclassifications | |
Certain amounts in prior periods have been reclassified to conform to current period presentations with no impact on stockholder’s equity or net income (loss) and comprehensive income (loss). | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. |
Convertible_Promissory_Notes_T
Convertible Promissory Notes (Tables) | 6 Months Ended | ||||||||||||
Nov. 30, 2013 | |||||||||||||
Convertible Promissory Bridge Loan and Loan from Third Party and Convertible Promissory Notes [Abstract] | ' | ||||||||||||
Summary of the convertible notes and embedded derivative liabilities | ' | ||||||||||||
8% Convertible | Convertible | ||||||||||||
Note | Promissory | Total | |||||||||||
Note | |||||||||||||
Principal amounts | $ | 78,500 | $ | 65,000 | $ | 143,500 | |||||||
Convertible notes at fair value at commitment date | $ | 100,234 | $ | 142,812 | $ | 243,046 | |||||||
Change in fair value | 22,341 | (36,303 | ) | (13,962 | ) | ||||||||
Convertible notes at fair value at November 30, 2013 | $ | 122,575 | $ | 106,509 | $ | 229,084 |
Preferred_Stock_and_Warrants_T
Preferred Stock and Warrants (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Preferred Stock and Warrants [Abstract] | ' | ||||||||
Summary of financing expense on issuance of derivative instruments | ' | ||||||||
Accounting allocation of initial proceeds | 28-Mar-13 | ||||||||
Gross proceeds | $ | 401,000 | |||||||
Derivative preferred stock liability fair value | (1,610,015 | ) | |||||||
Derivative warrant liability fair value | (1,909,161 | ) | |||||||
Financing expense on issuance of derivative instruments | $ | 3,118,176 | |||||||
Accounting allocation of initial proceeds | 31-May-13 | ||||||||
Gross proceeds | $ | 370,000 | |||||||
Derivative preferred stock liability fair value | (1,670,550 | ) | |||||||
Derivative warrant liability fair value | (1,945,830 | ) | |||||||
Financing expense on issuance of derivative instruments | $ | 3,246,380 | |||||||
Accounting allocation of initial proceeds | 7-Jun-13 | ||||||||
Gross proceeds | $ | 165,000 | |||||||
Derivative preferred stock liability fair value | (1,025,475 | ) | |||||||
Derivative warrant liability fair value | (1,146,915 | ) | |||||||
Financing expense on issuance of derivative instruments | $ | 2,007,390 | |||||||
Schedule of preferred stock and warrants activity | ' | ||||||||
Preferred Stock | Warrants | ||||||||
Outstanding as of May 31, 2012 | - | - | |||||||
Issued on March 28, 2013 | 4,010,000 | 4,010,000 | |||||||
Issued on May 31, 2013 | 3,700,000 | 3,700,000 | |||||||
Exercised and expired | - | - | |||||||
Total – as of May 31, 2013 | 7,710,000 | 7,710,000 | |||||||
Issued on June 7, 2013 | 1,650,000 | 1,650,000 | |||||||
Exercised and expired | - | - | |||||||
Issued on November 15, 2013 | - | 120,000 | |||||||
Total – as of November 30, 2013 | 9,360,000 | 9,480,000 |
Derivative_Preferred_Stock_and1
Derivative Preferred Stock and Warrant Liabilities (Tables) | 6 Months Ended | ||||||||||||
Nov. 30, 2013 | |||||||||||||
Preferred Stock [Member] | ' | ||||||||||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||||||||||
Value | No. of Preferred | ||||||||||||
Stock Units | |||||||||||||
Balance as of May 31, 2012 | $ | - | - | ||||||||||
Preferred stock issued March 28, 2013 | 1,610,015 | 4,010,000 | |||||||||||
Preferred stock issued May 31, 2013 | 1,670,550 | 3,700,000 | |||||||||||
Increase in fair value of derivative preferred stock liability | 199,297 | - | |||||||||||
Balance as of May 31, 2013 | 3,479,862 | 7,710,000 | |||||||||||
Preferred stock issued June 7, 2013 | 1,025,475 | 1,650,000 | |||||||||||
Estimated effect of ratchet provisions | 614,430 | - | |||||||||||
Decrease in fair value of derivative preferred stock liability | (4,218,055 | ) | - | ||||||||||
Balance as of November 30, 2013 | $ | 901,712 | 9,360,000 | ||||||||||
Fair Value Measurements and Valuation Techniques | ' | ||||||||||||
The key inputs used in the March 28, 2013 issuance of 4,010,000 preferred stock shares for determination of fair value calculations were as follows: | |||||||||||||
March 28, | May 31, | November 30, | |||||||||||
2013 | 2013 | 2013 | |||||||||||
Current stock price | $ | 0.5 | $ | 0.55 | $ | 0.09 | |||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||
Time to expiration - days | 365 | 301 | 118 | ||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | 0.11 | % | |||||||
Estimated volatility | 100 | % | 100 | % | 150 | % | |||||||
Dividend | - | - | - | ||||||||||
The key inputs used in the May 31, 2013 issuance of 3,700,000 preferred stock shares for determination of fair value calculations were as follows: | |||||||||||||
May 31, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.55 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||
Time to expiration - days | 365 | 182 | |||||||||||
Risk free interest rate | 1.48 | % | 0.11 | % | |||||||||
Estimated volatility | 100 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
The key inputs used in the June 7, 2013 issuance of 1,650,000 preferred stock shares for determination of fair value calculations were as follows: | |||||||||||||
June 7, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.72 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||
Time to expiration - days | 365 | 189 | |||||||||||
Risk free interest rate | 1.48 | % | 0.11 | % | |||||||||
Estimated volatility | 100 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
Warrant [Member] | ' | ||||||||||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||||||||||
Value | No. of Warrants | ||||||||||||
Balance as of May 31, 2012 | $ | - | - | ||||||||||
Warrants issued March 28, 2013 | 1,909,161 | 4,010,000 | |||||||||||
Warrants issued May 31, 2013 | 1,945,830 | 3,700,000 | |||||||||||
Increase in fair value of derivative warrant liability | 195,287 | - | |||||||||||
Balance as of May 31, 2013 | 4,050,278 | 7,710,000 | |||||||||||
Warrants issued June 7, 2013 | 1,146,915 | 1,650,000 | |||||||||||
Warrants issued November 15, 2013 | 9,636 | 120,000 | |||||||||||
Decrease in fair value of derivative warrant liability | (4,405,239 | ) | - | ||||||||||
Balance as of November 30, 2013 | $ | 801,590 | 9,480,000 | ||||||||||
Fair Value Measurements and Valuation Techniques | ' | ||||||||||||
The key inputs used in the March 28, 2013 issuance of 4,010,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
March 28, | May 31, | November 30, | |||||||||||
2013 | 2013 | 2013 | |||||||||||
Current stock price | $ | 0.5 | $ | 0.55 | $ | 0.09 | |||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.03 | |||||||
Time to expiration - days | 1,826 | 1,762 | 1,670 | ||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | 1.37 | % | |||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||
Dividend | - | - | - | ||||||||||
The key inputs used in the May 31, 2013 issuance of 3,700,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
May 31, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.55 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.03 | |||||||||
Time to expiration - days | 1,826 | 1,734 | |||||||||||
Risk free interest rate | 1.48 | % | 1.37 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
The key inputs used in the June 7, 2013 issuance of 1,650,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
June 7, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.72 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.03 | |||||||||
Time to expiration - days | 1,826 | 1,741 | |||||||||||
Risk free interest rate | 1.48 | % | 1.37 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||
Dividend | - | - | |||||||||||
The key inputs used in the November 15, 2013 issuance of 120,000 warrants for determination of fair value calculations were as follows: | |||||||||||||
November 15, | November 30, | ||||||||||||
2013 | 2013 | ||||||||||||
Current stock price | $ | 0.08 | $ | 0.09 | |||||||||
Current exercise price | $ | 0.1 | $ | 0.03 | |||||||||
Time to expiration - days | 1,826 | 1,811 | |||||||||||
Risk free interest rate | 1.37 | % | 1.37 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||
Dividend | - | - |
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||
November 30, | November 30, | ||||||||
2013 | 2012 | ||||||||
Current | $ | - | $ | - | |||||
Deferred | 714,607 | 10,884 | |||||||
Change in valuation allowance | (714,607 | ) | (10,884 | ) | |||||
$ | - | $ | - | ||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
November 30, | November 30, | ||||||||
2013 | 2012 | ||||||||
Income tax at statutory rate | 35 | % | 34 | % | |||||
Permanent difference | (53.00 | ) | - | ||||||
Change in valuation allowance | 18 | (34.00 | ) | ||||||
Total | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
November 30, | May 31, | ||||||||
2013 | 2013 | ||||||||
Net operating loss | $ | 950,642 | $ | 236,035 | |||||
Less: valuation allowance | (950,642 | ) | (236,035 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 37 Months Ended | ||
Jun. 30, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2012 | 31-May-13 | Nov. 30, 2013 | |
Computer equipment, depreciation methods | ' | ' | 'straight-line method | ' | ' | ' |
Advertising and marketing expense | ' | ' | $266,432 | $0 | ' | $282,320 |
Additional common stock, exercise price per share | ' | ' | $0.10 | ' | ' | $0.10 |
Term of warrant | '5 years | '5 years | ' | ' | '5 years | ' |
Warrant [Member] | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | 9,480,000 | ' | ' | 9,480,000 |
Additional common stock, exercise price per share | ' | ' | $0.10 | ' | ' | $0.10 |
Term of warrant | ' | ' | '5 years | ' | ' | ' |
Series A Convertible preferred stock | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | 9,360,000 | ' | 7,710,000 | 9,360,000 |
Additional common stock, exercise price per share | ' | 0.1 | $0.10 | ' | ' | $0.10 |
Intertainment Media Inc | ' | ' | ' | ' | ' | ' |
Exchange of common stock shares | ' | 70,000,000 | ' | ' | ' | ' |
Ownership percentage of Company | ' | 70.00% | ' | ' | ' | ' |
Going_Concern_Details
Going Concern (Details) (USD $) | 0 Months Ended | 6 Months Ended | 37 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Oct. 31, 2013 | Jul. 31, 2013 | Nov. 30, 2013 | |
Series A Convertible preferred stock [Member] | Series A Convertible preferred stock [Member] | ||||||||
Net losses | ' | ' | ' | ' | ' | $3,555,006 | ' | ' | ' |
Company raised funds through preferred stock and warrant | 165,000 | 370,000 | 401,000 | 165,000 | ' | 936,000 | ' | ' | 936,000 |
Loan from a third party | ' | ' | ' | 474,276 | ' | 474,276 | ' | 336,000 | ' |
convertible notes, principal amounts | ' | ' | ' | $65,000 | ' | $65,000 | $78,500 | ' | ' |
Transfer_of_Assets_Details
Transfer of Assets (Details) (USD $) | Nov. 30, 2013 | Mar. 28, 2013 |
Services agreement date | ' | 21-Mar-13 |
Assets reflected at historical carrying value of Intertainment Media, Inc. | ' | ' |
Intertainment Media Inc [Member] | ' | ' |
Purchases of prospective social media platform and related group of assets from Intertainment Media, Inc | ' | 70,000,000 |
Convertible_Promissory_Bridge_1
Convertible Promissory Bridge Loan and Loan from Third Party (Details) | 0 Months Ended | 1 Months Ended | 1 Months Ended | |||||
Jul. 10, 2013 | Jul. 10, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | Nov. 03, 2010 | Nov. 30, 2013 | Mar. 28, 2013 | Feb. 28, 2013 | |
USD ($) | CAD | USD ($) | USD ($) | USD ($) | Series A Convertible preferred stock | Series A Convertible preferred stock | 6% convertible promissory bridge loan | |
USD ($) | USD ($) | USD ($) | ||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | $200,000 |
Aggregate principal amount with gross proceeds | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Implied accrued interest | ' | ' | 1,000 | ' | ' | ' | ' | ' |
Purchases of shares | ' | ' | ' | ' | ' | ' | 4,010,000 | ' |
Additional common stock, exercise price per share | ' | ' | ' | $0.10 | ' | $0.10 | $0.10 | ' |
Loan amount | 336,000 | 350,000 | ' | ' | ' | ' | ' | ' |
Term of loan | '120 days | '120 days | ' | ' | ' | ' | ' | ' |
Interest rate, description | 'Interest free for the first 120 days and 1% per month for the remainder with a final bullet payment due at the end of the term. | 'Interest free for the first 120 days and 1% per month for the remainder with a final bullet payment due at the end of the term. | ' | ' | ' | ' | ' | ' |
Fair value of the loan | ' | ' | ' | $330,776 | $309,313 | ' | ' | ' |
Imputed interest rate | 18.00% | 18.00% | ' | ' | ' | ' | ' | ' |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details) (USD $) | 6 Months Ended | |
Nov. 30, 2013 | Nov. 15, 2013 | |
Short-term Debt [Line Items] | ' | ' |
Principal amounts | $143,500 | ' |
Convertible notes at fair value at commitment date | 243,046 | ' |
Change in fair value | -13,962 | ' |
Convertible notes at fair value at November 30, 2013 | 229,084 | ' |
8% Convertible Note [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amounts | 78,500 | ' |
Convertible notes at fair value at commitment date | 100,234 | ' |
Change in fair value | 22,341 | ' |
Convertible notes at fair value at November 30, 2013 | 122,575 | ' |
Convertible Promissory Note [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Principal amounts | 65,000 | 500,000 |
Convertible notes at fair value at commitment date | 142,812 | ' |
Change in fair value | -36,303 | ' |
Convertible notes at fair value at November 30, 2013 | $106,509 | ' |
Convertible_Promissory_Notes_D1
Convertible Promissory Notes (Details Textual) (USD $) | 0 Months Ended | 6 Months Ended | 7 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | |||||
Jul. 10, 2013 | Nov. 30, 2013 | 31-May-11 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Oct. 09, 2013 | Nov. 30, 2013 | Nov. 15, 2013 | Nov. 30, 2013 | |
Minimum [Member] | Maximum [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of convertible promissory note | ' | $143,500 | ' | ' | ' | ' | ' | ' | ' | $78,500 | $500,000 | $65,000 |
Interest rate on convertible promissory note | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | 12.00% | ' |
Debt instrument, maturity date | ' | ' | 31-May-11 | ' | ' | ' | ' | ' | 2-Jul-14 | ' | ' | ' |
Interest rate on convertible promissory note for future | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | ' | ' |
Convertible promissory note, term of conversion feature | ' | ' | ' | ' | ' | ' | ' | ' | 'The 8% Convertible Note may be converted into common stock of the Company at any time beginning on the 180th day of the date from issuance. | ' | 'The Convertible Promissory Note is due two years from the effective date of each payment. | ' |
Convertible note description | ' | ' | ' | ' | ' | ' | ' | ' | 'It shall not be converted if the conversion would result in beneficial ownership by the holder and its affiliates to own more than 9.99% of the outstanding shares of the Company's common stock. Such limitations on conversion may be waived by the Note holder with not less than 61 days' prior notice to the Company. The conversion price is 61% of the average of the lowest three closing bid prices of the Company's common stock for the ten trading days immediately prior to the conversion date. | ' | ' | 'The principal and any accrued interest are convertible into the Company's common stock at the lower of $0.075 per share or 60% of the lowest trade price in the 25 days prior to conversion. |
Interest rate, description | 'Interest free for the first 120 days and 1% per month for the remainder with a final bullet payment due at the end of the term. | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'It is interest free if repaid within 90 days and if not paid within 90 days, it bears a one-time interest charge of 12%, which is in addition to the original issue discount. | ' |
Due diligence fee related to debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' |
Exercise or strike price | ' | $0.07 | ' | ' | ' | ' | $0.05 | $0.07 | ' | ' | ' | ' |
Time to expiration - days | ' | ' | ' | ' | ' | ' | '214 days | '730 days | ' | ' | ' | ' |
Risk free interest rate | ' | 0.11% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current stock price | ' | $0.09 | ' | $0.72 | $0.55 | $0.50 | ' | ' | ' | ' | ' | ' |
Estimated volatility | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative preferred stock liability, Description | ' | 'The exercise or strike price ranging from $0.045 to $0.071, time to expiration ranging from 214 to 730 days, the risk free interest rate of 0.11%, the stock price on the commitment date of $0.07, the current stock price on the reporting date of $0.09, the estimated volatility of the stock price in the future of 150%, and no dividends. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 3 Months Ended | 6 Months Ended | 37 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 7 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | |||||
Aug. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | 31-May-13 | Dec. 08, 2010 | Jun. 24, 2013 | Mar. 11, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-11 | Mar. 14, 2013 | Dec. 08, 2010 | Oct. 23, 2013 | Nov. 30, 2013 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||||
Officers and directors [Member] | Intertainment Media Inc [Member] | Intertainment Media Inc [Member] | |||||||||||||
Common Stock (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of post-split shares of common stock to officers and directors | ' | ' | ' | ' | ' | 112,500,000 | ' | ' | ' | ' | 30,000,000 | ' | 112,500,000 | ' | ' |
Issuance of pre-split shares of common stock to officers and directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 7,500,000 | ' | ' |
Cash proceeds from issued of common stock | ' | ' | ' | $38,922 | ' | ' | ' | ' | ' | ' | ' | ' | $750 | ' | ' |
Issuance of common stock par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Issuance of common stock value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' |
Payment of less issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,828 | ' | ' | ' | ' |
Stock split by common stock | ' | ' | ' | ' | ' | ' | ' | 14 | ' | ' | ' | ' | ' | ' | ' |
Company authorized par value | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' |
Common stock issuance description | ' | ' | ' | ' | ' | ' | ' | 'Each one share. | ' | ' | ' | ' | ' | ' | ' |
Company authorized stock | ' | 200,000,000 | ' | 200,000,000 | 200,000,000 | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' |
Cancellation of an aggregate shares | ' | ' | ' | ' | ' | ' | ' | ' | 112,500,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for business consulting services | ' | ' | ' | 42,000 | ' | ' | 42,000 | ' | ' | 300,000 | ' | ' | ' | 1,666,667 | 500,000 |
Common stock issued for consulting services | ' | 42,000 | ' | 42,000 | ' | ' | 300,000 | ' | ' | 30 | ' | ' | ' | 133,333 | 75,000 |
Additional common stock issued for consulting services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,000 | ' | ' | ' | ' | ' |
Additional common stock issued for consulting services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | 200,000 |
Original estimate of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 449,261 |
Common stock shares to be issued for consulting services | ' | 292,044 | ' | 292,044 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock issued for settlement of current and prior consulting services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101,711 | ' | ' | ' | ' | ' |
Common Stock issued for settlement of current and prior consulting services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' |
Common Stock issued to provider of strategic consulting services | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24,000 | ' | ' | ' | ' | ' |
Common Stock issued to provider of strategic consulting services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' |
Preferred_Stock_and_Warrants_D
Preferred Stock and Warrants (Details) (USD $) | 0 Months Ended | 6 Months Ended | 37 Months Ended | |||
Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Common Stock [Abstract] | ' | ' | ' | ' | ' | ' |
Gross Proceeds | $165,000 | $370,000 | $401,000 | $165,000 | ' | $936,000 |
Derivative preferred stock liability fair value | -1,025,475 | -1,670,550 | -1,610,015 | ' | ' | ' |
Derivative warrant liability fair value | -1,146,915 | -1,945,830 | -1,909,161 | ' | ' | ' |
Financing expense on issuance of derivative instruments | $2,007,390 | $3,246,380 | $3,118,176 | ' | ' | ' |
Preferred_Stock_and_Warrants_D1
Preferred Stock and Warrants (Details 1) | 0 Months Ended | 6 Months Ended | 12 Months Ended |
Nov. 15, 2013 | Nov. 30, 2013 | 31-May-13 | |
Warrants | Warrants | Warrant | |
PreferredStock | |||
Preferred Stock [Member] | ' | ' | ' |
Preferred Stock And Warrants [Line Items] | ' | ' | ' |
Outstanding as of May 31, 2012 and August 31, 2012 | ' | 7,710,000 | ' |
Issued on March 28, 2013 | ' | ' | 4,010,000 |
Issued on May 31, 2013 | ' | ' | 3,700,000 |
Issued on June 7, 2013 | ' | 1,650,000 | ' |
Exercised and expired | ' | ' | ' |
Total | ' | 9,360,000 | 7,710,000 |
Warrant [Member] | ' | ' | ' |
Preferred Stock And Warrants [Line Items] | ' | ' | ' |
Outstanding as of May 31, 2012 and August 31, 2012 | ' | 7,710,000 | ' |
Issued on March 28, 2013 | ' | ' | 4,010,000 |
Issued on May 31, 2013 | ' | ' | 3,700,000 |
Issued on June 7, 2013 | ' | 1,650,000 | ' |
Exercised and expired | ' | ' | ' |
Issued on November 15, 2013 | 120,000 | 120,000 | ' |
Total | ' | 9,480,000 | 7,710,000 |
Preferred_Stock_and_Warrants_D2
Preferred Stock and Warrants (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-13 | Jun. 07, 2013 | Mar. 14, 2013 | Mar. 28, 2013 | 31-May-13 | Jun. 07, 2013 | Mar. 28, 2013 | Mar. 28, 2013 | Nov. 15, 2013 | Nov. 30, 2013 | 31-May-13 | Nov. 30, 2013 | Nov. 30, 2013 | |
Warrant | Bridge Loan [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||
Private Placement [Member] | Warrants | Warrants | Minimum [Member] | Maximum [Member] | ||||||||||||
Preferred stock, shares authorized | ' | ' | 50,000,000 | 50,000,000 | ' | 50,000,000 | ' | 10,000,000 | ' | 5,500,000 | ' | ' | ' | ' | ' | ' |
Preferred stock par value per share | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Preferred stock stated value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' |
Sale of shares on private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,010,000 | ' | ' | ' | ' | ' |
Sale of stock, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' |
Amount of debt conversion | ' | ' | ' | ' | ' | ' | $201,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrant | '5 years | '5 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Warrant issued to purchase of common stock, exercise price | $0.10 | $0.10 | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market price of common stock | ' | $0.50 | $0.09 | $0.55 | $0.72 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Derivative Instrument, Financing Activities | 165,000 | 401,000 | ' | 370,000 | ' | ' | 401,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of shares to accredited investors | 1,650,000 | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issued on November 15, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | 120,000 | ' | ' | ' |
Aggregate purchase price of shares | ' | ' | ' | 370,000 | 165,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Broker Commission Warrant | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated value of warrant | ' | ' | 13,248 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Broker Commission Cash | ' | ' | ' | 34,036 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | 0.1 | ' | ' |
Weighted average remaining life of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 3 months 18 days | '5 years |
Brokerage Fees | ' | ' | ' | 47,284 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Obligation calculated | ' | ' | 'Conversion price of 60% discount of the market price on the date of issuance. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated effect of ratchet provisions | ' | ' | $614,430 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Preferred_Stock_and2
Derivative Preferred Stock and Warrant Liabilities (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2013 | 31-May-13 | |
PreferredStock | PreferredStock | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' |
Estimated effect of ratchet provisions | $614,430 | ' |
Preferred Stock | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' |
Beginning balance, Value | 3,479,862 | ' |
Beginning balance, No of units | 7,710,000 | ' |
Issued March 28, 2013, Value | ' | 1,610,015 |
Issued March 28, 2013, Units | ' | 4,010,000 |
Issued May 31, 2013, Value | ' | 1,670,550 |
Issued May 31, 2013, Units | ' | 3,700,000 |
Increase in fair value of derivative liability, Value | ' | 199,297 |
Increase in fair value of derivative liability, Units | ' | ' |
Issued June 7, 2013, Value | 1,025,475 | ' |
Issued June 7, 2013, Units | 1,650,000 | ' |
Estimated effect of ratchet provisions | 614,430 | ' |
Decrease in fair value of derivative liability, Value | -4,218,055 | ' |
Decrease in fair value of derivative liability, Units | ' | ' |
Ending balance, Value | 901,712 | 3,479,862 |
Ending balance, No of units | 9,360,000 | 7,710,000 |
Warrant | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' |
Beginning balance, Value | 4,050,278 | ' |
Beginning balance, No of units | 7,710,000 | ' |
Issued March 28, 2013, Value | ' | 1,909,161 |
Issued March 28, 2013, Units | ' | 4,010,000 |
Issued May 31, 2013, Value | ' | 1,945,830 |
Issued May 31, 2013, Units | ' | 3,700,000 |
Increase in fair value of derivative liability, Value | ' | 195,287 |
Increase in fair value of derivative liability, Units | ' | ' |
Issued June 7, 2013, Value | 1,146,915 | ' |
Issued June 7, 2013, Units | 1,650,000 | ' |
Issued November 15, 2013, Value | 9,636 | ' |
Issued November 15, 2013, Units | 120,000 | ' |
Decrease in fair value of derivative liability, Value | -4,405,239 | ' |
Decrease in fair value of derivative liability, Units | ' | ' |
Ending balance, Value | $801,590 | $4,050,278 |
Ending balance, No of units | 9,480,000 | 7,710,000 |
Derivative_Preferred_Stock_and3
Derivative Preferred Stock and Warrant Liabilities (Details 1) (USD $) | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||
Nov. 30, 2013 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-13 | Nov. 30, 2013 | 31-May-13 | Jun. 07, 2013 | Nov. 30, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-13 | Nov. 30, 2013 | 31-May-13 | Jun. 07, 2013 | Nov. 30, 2013 | Nov. 15, 2013 | Nov. 30, 2013 | |
Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | |||||
28-Mar-13 | 28-Mar-13 | 28-Mar-13 | 31-May-13 | 7-Jun-13 | 7-Jun-13 | 28-Mar-13 | 28-Mar-13 | 28-Mar-13 | 31-May-13 | 7-Jun-13 | 7-Jun-13 | 15-Nov-13 | 15-Nov-13 | |||||||
Current stock price | $0.09 | $0.72 | $0.55 | $0.50 | $0.50 | $0.09 | $0.55 | $0.09 | $0.55 | $0.72 | $0.09 | $0.50 | $0.09 | $0.55 | $0.09 | $0.55 | $0.72 | $0.09 | $0.08 | $0.09 |
Current exercise price | $0.07 | ' | ' | ' | $0.10 | $0.03 | $0.10 | $0.03 | $0.10 | $0.10 | $0.03 | $0.10 | $0.03 | $0.10 | $0.03 | $0.10 | $0.10 | $0.03 | $0.10 | $0.03 |
Time to expiration - days | ' | ' | ' | ' | '365 days | '118 days | '301 days | '182 days | '365 days | '365 days | '189 days | '1826 days | '1670 days | '1762 days | '1734 days | '1826 days | '1826 days | '1741 days | '1826 days | '1811 days |
Risk free interest rate | 0.11% | ' | ' | ' | 1.48% | 0.11% | 1.48% | 0.11% | 1.48% | 1.48% | 0.11% | 1.48% | 1.37% | 1.48% | 1.37% | 1.48% | 1.48% | 1.37% | 1.37% | 1.37% |
Estimated volatility | 150.00% | ' | ' | ' | 100.00% | 150.00% | 100.00% | 150.00% | 100.00% | 100.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% |
Dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Preferred_Stock_and4
Derivative Preferred Stock and Warrant Liabilities (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-13 | Jun. 07, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-13 | Nov. 15, 2013 | Jun. 07, 2013 | Mar. 28, 2013 | Nov. 30, 2013 | 31-May-13 | |
Warrant | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||
Stated exercise price | $0.10 | $0.10 | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized gain | ' | ' | ' | ' | ' | ' | $4,218,055 | $4,218,055 | ' | ' | ' | $4,517,776 | $4,405,239 |
Recognized loss | ' | ' | ' | ' | ' | ' | 199,297 | 199,297 | ' | ' | ' | 195,287 | 195,287 |
Fair value of preferred stock | ' | ' | ' | 3,479,862 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | ' | ' | ' | ' | 1,650,000 | 4,010,000 | ' | 3,700,000 | 120,000 | 1,650,000 | 4,010,000 | ' | 3,700,000 |
Fair value of warrants | ' | ' | 801,590 | 4,050,278 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Broker Commission Warrant | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated value of warrant | ' | ' | 9,636 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense on issuance of derivatives | ' | ' | 53,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated effect of ratchet provisions | ' | ' | 614,430 | ' | ' | ' | 614,430 | ' | ' | ' | ' | ' | ' |
Warrants issued value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,636 | ' |
Employee_Benefit_and_Incentive1
Employee Benefit and Incentive Plans (Details) | 0 Months Ended | 1 Months Ended | |
Nov. 30, 2013 | 31-May-13 | Mar. 28, 2013 | |
Employee Benefit and Incentive Plans [Abstract] | ' | ' | ' |
Issuance of shares of common stock to officers employees and directors | ' | ' | 10,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | 37 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Income Taxes [Abstract] | ' | ' | ' | ' | ' |
Current | ' | ' | ' | ' | ' |
Deferred | ' | ' | 714,607 | 10,884 | ' |
Change in valuation allowance | ' | ' | -714,607 | -10,884 | ' |
Provision for income taxes | ' | ' | ' | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 6 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ' | ' |
Income tax at statutory rate | 35.00% | 34.00% |
Permanent difference | -53.00% | ' |
Change in valuation allowance | 18.00% | -34.00% |
Total | 0.00% | 0.00% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Nov. 30, 2013 | 31-May-13 |
Summary of deferred tax asset | ' | ' |
Net operating loss | $950,642 | $236,035 |
Less: valuation allowance | -950,642 | -236,035 |
Net deferred tax asset | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | 31-May-13 | |
Income Taxes (Textual) | ' | ' | ' |
Income tax at statutory rate | 35.00% | 34.00% | ' |
Net operating loss carry-forward | $2,716,121 | ' | $674,387 |
Operating loss carryforwards, expiration dates | ' | ' | 'Expire in 2033 |
Related_Party_Balances_and_Tra1
Related Party Balances and Transactions (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 37 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||
Mar. 28, 2013 | Feb. 28, 2013 | Apr. 30, 2012 | Aug. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | 31-May-11 | 31-May-13 | 31-May-12 | Nov. 30, 2013 | Apr. 25, 2012 | Dec. 08, 2010 | Nov. 30, 2013 | Jun. 24, 2013 | Nov. 30, 2013 | 31-May-11 | Mar. 28, 2013 | Oct. 23, 2013 | Nov. 30, 2013 | |
Computer Equipment [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Intertainment Media Inc | Intertainment Media Inc | Intertainment Media Inc | |||||||||||||
Common Stock [Member] | Common Stock [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of post-split shares of common stock to officers and directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,500,000 | ' | ' | ' | 30,000,000 | ' | ' | ' |
Cash proceeds from issuance of common stock to officers and directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $750 | ' | ' | ' | ' | ' | ' | ' |
Advance for working capital purposes from stockholder | ' | ' | ' | ' | ' | ' | 13,525 | ' | 6,359 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received for sale of product | ' | 19,795 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forgiven stockholder advances | ' | ' | ' | ' | ' | ' | ' | 36,075 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lending amount from officers and director | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Level of debt principal amount outstanding not to exceed till the maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | 31-May-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lending period of debt from officer and director | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advances from related party | ' | ' | ' | ' | ' | 4,960 | ' | 4,686 | ' | 11,045 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transactions in assumed liablities | ' | ' | ' | ' | ' | ' | ' | 5,771 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value tansferred to shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 536 | ' | ' | ' | ' | ' | ' |
Exchange of common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000,000 | ' | ' |
Ownership percentage of Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | ' | ' |
Percentage of technology services agreement | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross revenue | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party fees incurred | ' | ' | ' | ' | ' | ' | ' | 233,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid development and related expenses - related party | ' | ' | ' | ' | ' | ' | ' | 80,518 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock ,Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,000 | ' | ' | ' | 42,000 | 300,000 | ' | ' | 1,666,667 | 500,000 |
Common stock issued for consulting services | ' | ' | ' | ' | 42,000 | ' | ' | ' | ' | 42,000 | ' | ' | ' | 300,000 | 30 | ' | ' | 133,333 | 75,000 |
Common stock, shares subscribed not issued | ' | ' | ' | ' | 2,966,667 | ' | ' | 0 | ' | 2,966,667 | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Related party fees incurred, paid and accured | ' | ' | ' | ' | 778,727 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party cost accrued | ' | ' | ' | ' | $512,543 | ' | ' | ' | ' | $512,543 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 37 Months Ended | 0 Months Ended | |||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | 31-May-11 | Nov. 30, 2013 | Dec. 17, 2013 | Dec. 12, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Textual) | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on convertible promissory note | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% |
Interest rate on convertible promissory note for future | ' | ' | ' | ' | ' | ' | ' | 22.00% |
Maturity date of convertible promissory note | ' | ' | ' | ' | 31-May-11 | ' | 13-Sep-14 | 6-Sep-14 |
Convertible promissory note, term of conversion feature | ' | ' | ' | ' | ' | ' | 'The two notes may be converted into common stock of the Company at any time beginning on the 180th day of the date of the note | 'Note may be converted into common stock of the Company at any time beginning on the 180th day of the date from issuance. |
Convertible note description | ' | ' | ' | ' | ' | ' | 'Note at a conversion price of 55% of the average prices of the lowest two closing prices on the 10 days prior to conversion pursuant to the requirements of the note. | 'Affiliates to own more than 9.99% of the outstanding shares of the Company's common stock. Such limitations on conversion may be waived by the Note holder with not less than 61 days' prior notice to the Company. The conversion price is 61% of the average of the lowest three closing bid prices of the Company's common stock for the ten trading days immediately prior to the conversion date. |
Convertible debt total | ' | ' | ' | ' | ' | ' | $50,000 | $42,500 |
Banking fees | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Convertible debt, net cash received | ' | ' | ' | ' | ' | ' | 42,000 | ' |
Legal expenses | $28,210 | ' | $69,497 | ' | ' | $171,899 | $3,000 | ' |