Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
31-May-13 | Sep. 11, 2013 | Nov. 30, 2012 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'Yappn Corp. | ' | ' |
Entity Central Index Key | '0001511735 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-May-13 | ' | ' |
Amendment Flag | 'true | ' | ' |
Amendment Description | 'This Amendment No. 1 hereby amends our Annual Report on Form 10-K ("Form 10-K/A") for the year ended May 31, 2013, which was originally filed with the Securities and Exchange Commission on September 13, 2013 (the "Original 10-K"). This amendment is being filed mainly to amend Section 9A to comply with Item 307 of Regulation S-K and amending the Report of Independent Registered Public Accounting Firm on page F-2. For the convenience of the reader, this Form 10-K/A sets forth the Company's Original 10-K in its entirety, as amended by, and to reflect the amendments described above. Except as discussed above, the Company has not modified or updated disclosures presented in this Amendment. Accordingly, this Amendment does not reflect events occurring after the Original 10-K or modify or update those disclosures affected by subsequent events, except as specifically referenced herein. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the Original Filing. This Form 10-K/A has been signed as of a current date and all certifications of the Company's Chief Executive Officer/Principal Executive Officer and Chief Financial Officer/Chief Accounting Officer and Principal Financial Officer are given as of a current date. Accordingly, this Form 10-K/A should be read in conjunction with the Company's filings with the Securities and Exchange Commission subsequent to the filing of the Original 10-K, including any amendments to those filings. | ' | ' |
Current Fiscal Year End Date | '--05-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 100,300,000 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | 31-May-13 | 31-May-12 |
Current Assets: | ' | ' |
Cash | $217,037 | ' |
Prepaid development and related expenses - related party (Note 11) | 80,518 | ' |
Prepaid expenses | 10,040 | ' |
Total current assets | 307,595 | ' |
Equipment, net (Note 11) | ' | 1,045 |
Total Assets | 307,595 | 1,045 |
Current liabilities: | ' | ' |
Accounts payable | 114,532 | ' |
Accrued expenses | 84,561 | 10,762 |
Loans from related parties - directors and stockholders (Note 11) | ' | 6,359 |
Total current liabilities | 199,093 | 17,121 |
Other liabilities | ' | ' |
Derivative preferred stock liability (Note 8) | 3,479,862 | ' |
Derivative warrant liability (Note 8) | 4,050,278 | ' |
Total Liabilities | 7,729,233 | 17,121 |
Stockholders' Deficit | ' | ' |
Preferred stock, par value $.0001 per share, 50,000,000 shares authorized: Series "A" Convertible, 10,000,000 shares authorized; 7,710,000 and 0 shares issued and outstanding, respectively (Note 7) | ' | ' |
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 100,000,000 and 142,500,000 shares issued and outstanding, respectively (Note 6) | 10,000 | 14,250 |
Additional paid-in capital | 64,997 | 24,672 |
Deficit accumulated during the developmental stage | -7,496,635 | -54,998 |
Total Stockholders' Deficit | -7,421,638 | -16,076 |
Total Liabilities And Stockholders' Deficit | $307,595 | $1,045 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 31-May-13 | 31-May-12 |
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 | 100,000,000 | 142,500,000 |
Common stock, shares outstanding | 100,000,000 | 142,500,000 |
Series A Convertible preferred stock | ' | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 7,710,000 | 0 |
Preferred stock, shares outstanding | 7,710,000 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | 31 Months Ended | |
31-May-13 | 31-May-12 | 31-May-13 | |
Income Statement [Abstract] | ' | ' | ' |
Revenues | ' | ' | $5,916 |
Cost of goods sold | ' | ' | 3,124 |
Gross profit | ' | ' | 2,792 |
Operating expenses: | ' | ' | ' |
Marketing | 15,465 | 221 | 15,888 |
Research and development expenses (Note 11) | 197,275 | ' | 197,275 |
General and administrative expenses (Note 11) | 127,497 | 10,079 | 144,808 |
Legal fees | 102,402 | ' | 102,402 |
Consulting and professional fees (Note 11) | 141,714 | 26,306 | 181,770 |
Total operating expenses | 584,353 | 36,606 | 642,143 |
Loss from operations | -584,353 | -36,606 | -639,351 |
Other expense: | ' | ' | ' |
Interest expense (Note 5) | 1,000 | ' | 1,000 |
Financing expense on issuance of derivative liabilities (Notes 7 and 8) | 6,461,700 | ' | 6,461,700 |
Change in fair value of derivative liabilities (Note 8) | 394,584 | ' | 394,584 |
Total other expense | 6,857,284 | ' | 6,857,284 |
Net loss before taxes (Note 10) | -7,441,637 | -36,606 | -7,496,635 |
Provision for income taxes | ' | ' | ' |
Net loss and comprehensive loss | ($7,441,637) | ($36,606) | ($7,496,635) |
Net loss and comprehensive loss per weighted-average share of common stock - basic and diluted | ($0.06) | $0 | ' |
Weighted-average number of shares of common stock issued and outstanding - basic and diluted | 134,931,507 | 142,500,000 | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit during the development stage |
Balance at Nov. 03, 2010 | ' | ' | ' | ' | ' |
Balance, Shares at Nov. 03, 2010 | ' | ' | ' | ' | ' |
Common stock issued for cash ($.0001 per share) (Note 6) | 750 | 11,250 | ' | -10,500 | ' |
Common stock issued for cash ($.0001 per share), Shares (Note 6) | ' | 112,500,000 | ' | ' | ' |
Issuance of common stock ($0.0013 per share) (Note 6) | 40,000 | 3,000 | ' | 37,000 | ' |
Issuance of common stock ($0.0013 per share), Shares (Note 6) | ' | 30,000,000 | ' | ' | ' |
Payment of common stock issuance costs (Note 6) | -1,828 | ' | ' | -1,828 | ' |
Net 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 | 20,530 | 142,500,000 | ' | ' | ' |
Net loss | -36,606 | ' | ' | ' | -36,606 |
Ending Balance at May. 31, 2012 | -16,076 | 14,250 | ' | 24,672 | -54,998 |
Balance, Shares at May. 31, 2012 | ' | 142,500,000 | ' | ' | ' |
Cancellation of common stock (Note 6) | ' | -11,250 | ' | 11,250 | ' |
Cancellation of common stock, Shares (Note 6) | ' | -112,500,000 | ' | ' | ' |
Issuance of common stock for asset purchase (Note 4) | ' | 7,000 | ' | -7,000 | ' |
Issuance of common stock for asset purchase, Shares (Note 4) | ' | 70,000,000 | ' | ' | ' |
Forgiveness of officers and directors advances and liabilities assumed (Note 11) | 36,075 | ' | ' | 36,075 | ' |
Issuance of Series A Convertible preferred stock at par value ($0.0001) and warrants, shares (Note 7) | ' | ' | 7,710,000 | ' | ' |
Net 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 | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 7 Months Ended |
31-May-11 | |
Issuance of common stock, per share | $0.00 |
Issuance of common stock, per share | $0.00 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 31 Months Ended | |
31-May-13 | 31-May-12 | 31-May-13 | |
Cash Flows From Operating Activities | ' | ' | ' |
Net loss | ($7,441,637) | ($36,606) | ($7,496,635) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Depreciation (Note 1) | 509 | 678 | 1,498 |
Change in fair value of derivative liabilities (Note 8) | 394,584 | ' | 394,584 |
Financing expense on issuance of derivative liabilities (Notes 7 and 8) | 6,398,592 | ' | 6,398,592 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | ' | 5,916 | ' |
Prepaid Expenses | -10,040 | ' | -10,040 |
Accounts and accrued expenses payable | 194,102 | 10,012 | 204,864 |
Net Cash Used in Operating Activities | -544,408 | -20,000 | -587,655 |
Cash Flows From Investing Activities | ' | ' | ' |
Capital expenditures | ' | ' | -2,034 |
Net Cash Used in Investing Activities | ' | ' | -2,034 |
Cash Flows From Financing Activities | ' | ' | ' |
Net advances from stockholders forgiven (Note 11) | 4,686 | 6,359 | 11,045 |
Deferred revenue liability assumed by shareholders and directors (Note 11) | 19,795 | ' | 19,795 |
Net proceeds from the issuance of common stock (Note 6) | ' | ' | 38,922 |
Proceeds from the issuance of preferred stock and warrants (Note 7) | 771,000 | ' | 771,000 |
Issuance cost of preferred stock and warrants (Note 7) | -34,036 | ' | -34,036 |
Net Cash Provided by Financing Activities | 761,445 | 6,359 | 806,726 |
Net increase (decrease) in cash | 217,037 | -13,641 | 217,037 |
Cash, beginning of year | ' | 13,641 | ' |
Cash, end of year | $217,037 | ' | $217,037 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
31-May-13 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Basis of Presentation and Organization | |
Yapnn 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 in accordance with U.S. Generally Accepted Accounting Principles from the accounts of the Company under the accrual basis of accounting. | |
Principles of Consolidation | |
The 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 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 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. | |
Equipment | |
Equipment consisted of computer equipment, which is stated at cost and depreciated using the straight-line method based over an estimated useful life of three years. Depreciation expense totaled $509 and $678 for the years ended May 31, 2013, and May 31, 2012, respectively, and $1,498 for the period from November 3, 2010 (inception) through May 31, 2013. | |
Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statements of operations and comprehensive loss. In 2013, the computer equipment with a net book value of approximately $536 was transferred to the shareholders. | |
Equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. | |
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 probable. | |
Advertising and Promotion Costs | |
Advertising and marketing costs are expensed as incurred and totaled and $15,465 and $221 during the years ended May 31, 2013 and May 31, 2012, respectively, and $15,888 for the period from November 3, 2010 (inception) through May 31, 2013. | |
Loss per Common Share | |
Basic 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. In 2013 the Company issued 7,710,000 Units each consisting of one Series A Convertible Preferred Stock and one five year warrant to purchase an additional share of common stock at a per share exercise price of $0.10, which would have a dilutive effect on earnings per share if the Company had net income for the year. | |
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 statements of operations and comprehensive loss. There have been no penalties nor interest related to unrecognized tax benefits reflected in the statements of operations and comprehensive loss for the years ended May 31, 2013 and May 31, 2012 and for the period of November 3, 2010 (inception) through May 31, 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 Company’s Level 2 liabilities consist of the derivative liabilities associated with the Series A Preferred Stock and warrants issued March 28, 2013 and May 31, 2013 (see Note 8). | |
As of May 31, 2013 and 2012, 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 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 consolidated statements of operations and comprehensive loss. | |
Estimates | |
The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of 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 consolidated financial statements, and revenues and expenses for the periods from November 3, 2010 (inception) through May 31, 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; 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. | |
Fiscal Year End | |
The Company has adopted a fiscal year end of May 31. | |
Reclassifications | |
Certain amounts in prior periods have been reclassified to conform to current period presentation with no impact on stockholder’s equity or net 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 consolidated financial statements upon adoption. |
Going_Concern
Going Concern | 12 Months Ended |
31-May-13 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
2. Going Concern | |
The accompanying 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 May 31, 2013 of $7,496,635. The Company has funded its activities primarily from equity financings. During March and May 2013, the Company raised funds totaling approximately $771,000 through the sale of Series A Convertible Preferred stock and warrants. | |
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 June 2013, the Company raised additional funds totaling approximately $165,000 through the sale of additional Series A Preferred Stock and warrants and 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 | 12 Months Ended |
31-May-13 | |
Risks and Uncertainties [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 May 31, 2013 are attributed to one customer. All of the related purchases were from one vendor. |
Transfer_of_Assets
Transfer of Assets | 12 Months Ended |
31-May-13 | |
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 | 12 Months Ended |
31-May-13 | |
Debt Disclosure [Abstract] | ' |
Convertible Promissory Bridge Loan | ' |
5. Convertible Promissory Bridge Loan | |
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 7). |
Common_Stock
Common Stock | 12 Months Ended |
31-May-13 | |
Equity [Abstract] | ' |
Common Stock | ' |
6. 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 split 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. | |
Preferred_Stock_and_Warrants
Preferred Stock and Warrants | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants [Abstract] | ' | ||||||||
Preferred Stock and Warrants | ' | ||||||||
7. 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 consolidated statements of operations and comprehensive 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 consolidated statements of operations and comprehensive 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 | |||||||
The calculation methodologies for the fair values of the derivative preferred stock liability and the derivative warrant liability are described in Note 8 – Derivative Preferred Stock and Warrant Liabilities. | |||||||||
The following is a summary of preferred stock and warrants issued, forfeited or expired and exercised for the year ended May 31, 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 | 7,710,000 | 7,710,000 | |||||||
In connection with a portion of the private placement on May 31, 2013, the broker was eligible for 120,000 warrants under the same full ratchet anti-dilution provisions as the other warrants, valued at $63,108 as part of the broker’s commission with cash of $34,036. As of May 31, 2013, these warrants were not yet issued. | |||||||||
The outstanding warrants at May 31, 2013 have a stated average exercise price of $0.10 per share and have an approximate weighted average remaining life of 5 years. |
Derivative_Preferred_Stock_and
Derivative Preferred Stock and Warrant Liabilities | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Derivative Preferred Stock And Warrant Liabilities [Abstract] | ' | ||||||||
Derivative Preferred Stock and Warrant Liabilities | ' | ||||||||
8. 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, the number of shares of common stock that may be purchased upon exercise of each of these instruments shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of preferred stock and warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. 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 May 31, 2013 using the binomial lattice model. The Company recognizes all of its preferred stock with price protection in its consolidated balance sheet as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations and comprehensive loss. The initial recognition and subsequent changes in fair value of the derivative preferred stock liability have no effect on the Company’s consolidated cash flows. | |||||||||
The revaluation of the preferred stock at each reporting period resulted in the recognition of a loss of $199,297 within the Company’s consolidated statements of operations and comprehensive loss for the year ended May 31, 2013 which is included in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities”. The fair value of the preferred stock at May 31, 2013 was $3,479,862 which is reported on the 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 until May 31, 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 | ||||||
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 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: | |||||||||
28-Mar-13 | 31-May-13 | ||||||||
Current stock price | $ | 0.5 | $ | 0.55 | |||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||
Time to expiration - days | 365 | 301 | |||||||
Risk free interest rate | 1.48 | % | 1.48 | % | |||||
Estimated volatility | 100 | % | 100 | % | |||||
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: | |||||||||
31-May-13 | |||||||||
Current stock price | $ | 0.55 | |||||||
Current exercise price | $ | 0.1 | |||||||
Time to expiration - days | 365 | ||||||||
Risk free interest rate | 1.48 | % | |||||||
Estimated volatility | 100 | % | |||||||
Dividend | - | ||||||||
Accounting for Derivative Warrant Liability | |||||||||
The Company’s derivative warrant instruments have been measured at fair value at May 31, 2013 using the binomial lattice model. The Company recognizes all of its warrants with price protection in its consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations and comprehensive loss. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s consolidated cash flows. | |||||||||
The revaluation of the warrants at each reporting period resulted in the recognition of a loss of $195,287 within the Company’s consolidated statements of operations and comprehensive loss for the year ended May 31, 2013 which is included in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities”. The fair value of the warrants at May 31, 2013 was $4,050,278 which is reported on the consolidated balance sheets under the caption “Derivative Warrant Liability”. The following is a summary of the derivative warrant liability from May 31, 2012 until May 31, 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 | ||||||
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 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 warrants for determination of fair value calculations were as follows: | |||||||||
28-Mar-13 | 31-May-13 | ||||||||
Current stock price | $ | 0.5 | $ | 0.55 | |||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||
Time to expiration - days | 1,826 | 1,762 | |||||||
Risk free interest rate | 1.48 | % | 1.48 | % | |||||
Estimated volatility | 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: | |||||||||
31-May-13 | |||||||||
Current stock price | $ | 0.55 | |||||||
Current exercise price | $ | 0.1 | |||||||
Time to expiration - days | 1,826 | ||||||||
Risk free interest rate | 1.48 | % | |||||||
Estimated volatility | 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 have been estimated to be valued at $63,108 using the same valuation techniques and included in accrued liabilities. |
Employee_Benefit_and_Incentive
Employee Benefit and Incentive Plans | 12 Months Ended |
31-May-13 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' |
Compensation and Employee Benefit Plans [Text Block] | ' |
9. 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 no shares have been issued under this plan. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
10. Income Taxes | |||||||||
The provision for income taxes for the years ended May 31, 2013 and May 31, 2012 consisted of the following: | |||||||||
31-May-13 | 31-May-12 | ||||||||
Current | $ | - | $ | - | |||||
Deferred | 217,336 | 12,446 | |||||||
Change in valuation allowance | (217,336 | ) | (12,446 | ) | |||||
$ | - | $ | - | ||||||
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. | |||||||||
May 31, 2013 | May 31, 2012 | ||||||||
Income tax at statutory rate | 35 | % | 34 | % | |||||
Permanent difference | -32 | - | |||||||
Change in valuation allowance | (3.00 | ) | (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 May 31, 2013 and 2012 are as follows: | |||||||||
31-May-13 | 31-May-12 | ||||||||
Gross deferred tax assets, net operating loss | $ | 236,035 | $ | 18,699 | |||||
Less: valuation allowance | (236,035 | ) | (18,699 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
For the year ended May 31, 2013 the Company had a net operating loss carry-forward of approximately $674,387 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 | 12 Months Ended |
31-May-13 | |
Related Party Transactions [Abstract] | ' |
Related Party Balances and Transactions | ' |
11. 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. 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. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
31-May-13 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
12. Subsequent Events | |
On June 7, 2013, the Company sold 1,650,000 Units of Series A Preferred Stock and associated warrants to certain accredited investors for an aggregate purchase price of $165,000. | |
On June 24, 2013, the Company issued and transferred 300,000 shares of common stock in exchange for business consulting services. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | 31 Months Ended | ||||||||
31-May-13 | 31-May-12 | 31-May-13 | 31-May-13 | Mar. 28, 2013 | 31-May-12 | 31-May-13 | Mar. 28, 2013 | 31-May-13 | Mar. 28, 2013 | |
Series A Convertible preferred stock | Series A Convertible preferred stock | Series A Convertible preferred stock | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Computer Equipment | Intertainment Media Inc | ||||
Additional Capital | Additional Capital | |||||||||
Exchange of common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000,000 |
Ownership percentage of company | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% |
Depreciation expense | $509 | $678 | $1,498 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | 7,710,000 | ' | 0 | 3,700,000 | 4,010,000 | ' | ' |
Net book value tansferred to shareholders | ' | ' | ' | ' | ' | ' | ' | ' | 536 | ' |
Advertising and marketing expense | $15,465 | $221 | $15,888 | ' | ' | ' | ' | ' | ' | ' |
Additional common stock, exercise price per share | $0.10 | ' | $0.10 | $0.10 | $0.10 | ' | ' | ' | ' | ' |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 31 Months Ended | |||
31-May-13 | Mar. 28, 2013 | 31-May-13 | 31-May-12 | 31-May-13 | Jun. 30, 2012 | |
Net losses | ' | ' | ' | ' | $7,496,635 | ' |
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | 370,000 | 401,000 | 771,000 | ' | 771,000 | ' |
Sale of additional Series A Preferred Stock and warrants | ' | ' | ' | ' | ' | 165,000 |
Preferred Class A [Member] | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | ' | ' | $771,000 | ' | ' | ' |
Transfer_of_Assets_Details_Nar
Transfer of Assets (Details Narrative) (USD $) | 31-May-13 | 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 (Details Narrative) (USD $) | 1 Months Ended | 1 Months Ended | |||
Mar. 28, 2013 | 31-May-13 | 31-May-13 | Mar. 28, 2013 | Feb. 28, 2013 | |
Series A Convertible preferred stock | Series A Convertible preferred stock | 6% convertible promissory bridge loan | |||
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 | ' |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 12 Months Ended | 31 Months Ended | 0 Months Ended | 1 Months Ended | 7 Months Ended | 0 Months Ended | ||||
31-May-13 | 31-May-12 | 31-May-13 | Mar. 28, 2013 | Dec. 08, 2010 | Mar. 11, 2013 | Mar. 28, 2013 | 31-May-11 | Mar. 14, 2013 | Dec. 08, 2010 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||||
Officers and directors [Member] | ||||||||||
Common Stock (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 100,000,000 | 142,500,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds from issued of common stock | ' | ' | $38,922 | ' | ' | ' | ' | ' | ' | $750 |
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 |
Issuance of common stock par value per share | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' |
Issuance of common stock value | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' |
Payment of less issuance costs | ' | ' | ' | ' | ' | ' | ' | $1,078 | ' | ' |
Stock split by common stock | ' | ' | ' | ' | ' | 14 | ' | ' | ' | ' |
Company authorized par value | $0.00 | $0.00 | $0.00 | $0.50 | ' | $0.00 | ' | ' | $0.00 | ' |
Common stock issuance discription | ' | ' | ' | ' | ' | 'Each one share. | ' | ' | ' | ' |
Company authorized stock | 200,000,000 | 200,000,000 | 200,000,000 | ' | ' | 200,000,000 | ' | ' | 200,000,000 | ' |
Cancellation of an aggregate shares | ' | ' | ' | ' | ' | ' | 112,500,000 | ' | ' | ' |
Preferred_Stock_and_Warrants_D
Preferred Stock and Warrants (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Mar. 28, 2013 | 31-May-13 | 31-May-12 | |
Warrant | |||
Preferred stock, shares authorized | ' | 50,000,000 | 50,000,000 |
Term of warrant | '5 years | '5 years | ' |
Warrant issued to purchase of common stock, exercise price | $0.10 | $0.10 | ' |
Market price of common stock | $0.50 | $0.55 | ' |
Proceeds from Derivative Instrument, Financing Activities | $401,000 | $370,000 | ' |
Broker Commission Warrant | ' | 120,000 | ' |
Broker Commission Other Warrant, Value | ' | 63,108 | ' |
Broker Commission Cash | ' | 34,036 | ' |
Bridge Loan [Member] | ' | ' | ' |
Amount of debt conversion | 201,000 | ' | ' |
Interest on convertible debt | $401,000 | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' |
Preferred stock, shares authorized | 5,500,000 | 10,000,000 | ' |
Preferred stock par value per share | $0.00 | $0.00 | ' |
Preferred stock stated value per share | $0.10 | ' | ' |
Sale of shares to accredited investors | ' | 3,700,000 | ' |
Series A Preferred Stock [Member] | Private Placement [Member] | ' | ' | ' |
Sale of shares on private placement | 4,010,000 | ' | ' |
Sale of stock, price per share | $0.10 | ' | ' |
Warrant [Member] | ' | ' | ' |
Outstanding warrants Exercise price | ' | 0.1 | ' |
Weighted average remaining life of warrant | ' | '5 years | ' |
Derivative_Preferred_Stock_and1
Derivative Preferred Stock and Warrant Liabilities (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Mar. 28, 2013 | 31-May-13 | 31-May-12 | |
Warrant | |||
Stated exercise price | $0.10 | $0.10 | ' |
Fair value of preferred stock | ' | $3,479,862 | ' |
Fair value of warrants | ' | 4,050,278 | ' |
Number of warrants | ' | 120,000 | ' |
Estimated vaue of warrant | ' | 63,108 | ' |
Preferred Stock [Member] | ' | ' | ' |
Recognized loss | ' | -199,297 | ' |
Issuance of shares | 4,010,000 | 3,700,000 | ' |
Warrant [Member] | ' | ' | ' |
Recognized loss | ' | ($195,287) | ' |
Issuance of shares | 4,010,000 | 3,700,000 | ' |
Employee_Benefit_and_Incentive1
Employee Benefit and Incentive Plans (Details Narrative) | 0 Months Ended | 1 Months Ended |
31-May-13 | Mar. 28, 2013 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | ' |
Issuance Of Shares Of Common Stock To Officers Employees And Directors 1 | ' | 10,000,000 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Income Taxes (Textual) | ' | ' |
Income tax at statutory rate | 35.00% | 34.00% |
Net operating loss carry-forward | $674,387 | ' |
Operating loss carryforwards, expiration dates | 'expire in 2033 | 'expire in 2033 |
Related_Party_Balances_and_Tra1
Related Party Balances and Transactions (Details Narrative) (USD $) | 1 Months Ended | 7 Months Ended | 12 Months Ended | 31 Months Ended | |||||
Mar. 28, 2013 | Feb. 28, 2013 | Apr. 30, 2012 | 31-May-11 | 31-May-13 | 31-May-12 | 31-May-13 | Apr. 25, 2012 | Dec. 08, 2010 | |
Issuance of post-split shares of common stock to officers and directors | ' | ' | ' | ' | ' | ' | ' | ' | 112,500,000 |
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 | ' | 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 | ' | ' | ' | ' | 4,686 | 6,359 | 11,045 | ' | ' |
Related Party Transactions In Assumed Liablities | ' | ' | ' | ' | 5,771 | ' | 5,771 | ' | ' |
Percentage of technology services agreement | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Gross revenue | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Related party fees incurred | ' | ' | ' | ' | 233,400 | ' | ' | ' | ' |
Prepaid development and related expenses - related party (Note 11) | ' | ' | ' | ' | 80,518 | ' | 80,518 | ' | ' |
Computer Equipment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value tansferred to shareholders | ' | ' | ' | ' | $536 | ' | $536 | ' | ' |
Intertainment Media Inc | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange of common stock shares | 70,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $) | 1 Months Ended | |
Jun. 24, 2013 | Jun. 07, 2013 | |
Subsequent Event [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Sold Units of Series A Preferred Stock to Certain Investors | ' | 1,650,000 |
Aggregate purchase price of shares | ' | $165,000 |
Common stock issued and transferred for business consulting services. | 300,000 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
31-May-13 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation and Organization | ' |
Basis of Presentation and Organization | |
Yapnn 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 in accordance with U.S. Generally Accepted Accounting Principles from the accounts of the Company under the accrual basis of accounting. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The 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 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 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. | |
Equipment | ' |
Equipment | |
Equipment consisted of computer equipment, which is stated at cost and depreciated using the straight-line method based over an estimated useful life of three years. Depreciation expense totaled $509 and $678 for the years ended May 31, 2013, and May 31, 2012, respectively, and $1,498 for the period from November 3, 2010 (inception) through May 31, 2013. | |
Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statements of operations and comprehensive loss. In 2013, the computer equipment with a net book value of approximately $536 was transferred to the shareholders. | |
Equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. | |
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 probable. | |
Shipping and Handling Costs | ' |
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 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 consolidated statements of operations and comprehensive loss. | |
Advertising and Promotion Costs | ' |
Advertising and Promotion Costs | |
Advertising and marketing costs are expensed as incurred and totaled and $15,465 and $221 during the years ended May 31, 2013 and May 31, 2012, respectively, and $15,888 for the period from November 3, 2010 (inception) through May 31, 2013. | |
Loss per Common Share | ' |
Loss per Common Share | |
Basic 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. In 2013 the Company issued 7,710,000 Units each consisting of one Series A Convertible Preferred Stock and one five year warrant to purchase an additional share of common stock at a per share exercise price of $0.10, which would have a dilutive effect on earnings per share if the Company had net income for the year. | |
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 statements of operations and comprehensive loss. There have been no penalties nor interest related to unrecognized tax benefits reflected in the statements of operations and comprehensive loss for the years ended May 31, 2013 and May 31, 2012 and for the period of November 3, 2010 (inception) through May 31, 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 Company’s Level 2 liabilities consist of the derivative liabilities associated with the Series A Preferred Stock and warrants issued March 28, 2013 and May 31, 2013 (see Note 8). | |
As of May 31, 2013 and 2012, 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 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 consolidated statements of operations and comprehensive loss. | |
Estimates | ' |
Estimates | |
The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of 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 consolidated financial statements, and revenues and expenses for the periods from November 3, 2010 (inception) through May 31, 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; 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. | |
Fiscal Year End | ' |
Fiscal Year End | |
The Company has adopted a fiscal year end of May 31. | |
Reclassifications | ' |
Reclassifications | |
Certain amounts in prior periods have been reclassified to conform to current period presentation with no impact on stockholder’s equity or net 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 consolidated financial statements upon adoption. |
Preferred_Stock_and_Warrants_T
Preferred Stock and Warrants (Tables) | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants [Abstract] | ' | ||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block] | ' | ||||||||
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 | |||||||
Shedule Of Preferred Stock And Warrants Activity [Table Text Block] | ' | ||||||||
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 | 7,710,000 | 7,710,000 |
Derivative_Preferred_Stock_and2
Derivative Preferred Stock and Warrant Liabilities (Tables) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 28, 2013 | 31-May-13 | |||||||||||||||||
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 | |||||||||||||||
Fair Value Measurements and Valuation Techniques | ' | ' | ||||||||||||||||
28-Mar-13 | 31-May-13 | |||||||||||||||||
Current stock price | $ | 0.5 | $ | 0.55 | 31-May-13 | |||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | Current stock price | $ | 0.55 | |||||||||||
Time to expiration - days | 365 | 301 | Current exercise price | $ | 0.1 | |||||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | Time to expiration - days | 365 | ||||||||||||
Estimated volatility | 100 | % | 100 | % | Risk free interest rate | 1.48 | % | |||||||||||
Dividend | - | - | Estimated volatility | 100 | % | |||||||||||||
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 | |||||||||||||||
Fair Value Measurements and Valuation Techniques | ' | ' | ||||||||||||||||
31-May-13 | ||||||||||||||||||
28-Mar-13 | 31-May-13 | Current stock price | $ | 0.55 | ||||||||||||||
Current stock price | $ | 0.5 | $ | 0.55 | Current exercise price | $ | 0.1 | |||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | Time to expiration - days | 1,826 | ||||||||||||
Time to expiration - days | 1,826 | 1,762 | Risk free interest rate | 1.48 | % | |||||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | Estimated volatility | 150 | % | |||||||||||
Estimated volatility | 150 | % | 150 | % | Dividend | - | ||||||||||||
Dividend | - | - |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||
31-May-13 | 31-May-12 | ||||||||
Current | $ | - | $ | - | |||||
Deferred | 217,336 | 12,446 | |||||||
Change in valuation allowance | (217,336 | ) | (12,446 | ) | |||||
$ | - | $ | - | ||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
May 31, 2013 | May 31, 2012 | ||||||||
Income tax at statutory rate | 35 | % | 34 | % | |||||
Permanent difference | -32 | - | |||||||
Change in valuation allowance | (3.00 | ) | (34.00 | ) | |||||
Total | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
31-May-13 | 31-May-12 | ||||||||
Gross deferred tax assets, net operating loss | $ | 236,035 | $ | 18,699 | |||||
Less: valuation allowance | (236,035 | ) | (18,699 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Preferred_Stock_and_Warrants_D1
Preferred Stock and Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | 31 Months Ended | ||
31-May-13 | Mar. 28, 2013 | 31-May-13 | 31-May-12 | 31-May-13 | |
Equity [Abstract] | ' | ' | ' | ' | ' |
Gross Proceeds | $370,000 | $401,000 | $771,000 | ' | $771,000 |
Derivative preferred stock liability fair value | -1,670,550 | -1,610,015 | ' | ' | ' |
Derivative warrant liability fair value | -1,945,830 | -1,909,161 | ' | ' | ' |
Financing expense on issuance of derivative instruments | $3,246,380 | $3,118,176 | ' | ' | ' |
Preferred_Stock_and_Warrants_D2
Preferred Stock and Warrants (Details 1) | 1 Months Ended | 12 Months Ended |
Mar. 28, 2013 | 31-May-13 | |
PreferredStock | PreferredStock | |
Preferred Stock [Member] | ' | ' |
Preferred Stock And Warrants [Line Items] | ' | ' |
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 |
Exercised and expired | ' | ' |
Total | ' | 7,710,000 |
Warrant [Member] | ' | ' |
Preferred Stock And Warrants [Line Items] | ' | ' |
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 |
Exercised and expired | ' | ' |
Total | ' | 7,710,000 |
Derivative_Preferred_Stock_and3
Derivative Preferred Stock and Warrant Liabilities (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Mar. 28, 2013 | 31-May-13 | |
PreferredStock | PreferredStock | |
Warrant | ||
Preferred Stock | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' |
Begining balance, Value | ' | ' |
Begining balance, No of units | ' | ' |
Issued March 28, 2013, Value | ' | 1,610,015 |
Issued March 28, 2013, Units | 4,010,000 | 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 | ' | ' |
Ending balance, Value | ' | 3,479,862 |
Ending balance, No of units | ' | 7,710,000 |
Warrant | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' |
Begining balance, Value | ' | ' |
Begining balance, No of units | ' | ' |
Issued March 28, 2013, Value | ' | 1,909,161 |
Issued March 28, 2013, Units | 4,010,000 | 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 | ' | ' |
Ending balance, Value | ' | $4,050,278 |
Ending balance, No of units | ' | 7,710,000 |
Derivative_Preferred_Stock_and4
Derivative Preferred Stock and Warrant Liabilities (Details 1) (USD $) | 1 Months Ended | 12 Months Ended |
Mar. 28, 2013 | 31-May-13 | |
Current stock price | $0.50 | $0.55 |
Preferred Stock [Member] | March 28, 2013 | ' | ' |
Current stock price | $0.50 | $0.55 |
Current exercise price | $0.10 | $0.10 |
Time to expiration - days | '365 days | '301 days |
Risk free interest rate | 1.48% | 1.48% |
Estimated volatility | 100.00% | 100.00% |
Dividend | ' | ' |
Preferred Stock [Member] | May 31, 2013 | ' | ' |
Current stock price | ' | $0.55 |
Current exercise price | ' | $0.10 |
Time to expiration - days | ' | '365 days |
Risk free interest rate | ' | 1.48% |
Estimated volatility | ' | 100.00% |
Dividend | ' | ' |
Warrant [Member] | March 28, 2013 | ' | ' |
Current stock price | $0.50 | $0.55 |
Current exercise price | $0.10 | $0.10 |
Time to expiration - days | '1826 days | '1762 days |
Risk free interest rate | 1.48% | 1.48% |
Estimated volatility | 150.00% | 150.00% |
Dividend | ' | ' |
Warrant [Member] | May 31, 2013 | ' | ' |
Current stock price | ' | $0.55 |
Current exercise price | ' | $0.10 |
Time to expiration - days | ' | '1826 days |
Risk free interest rate | ' | 1.48% |
Estimated volatility | ' | 150.00% |
Dividend | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | 31 Months Ended | |
31-May-13 | 31-May-12 | 31-May-13 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Current | ' | ' | ' |
Deferred | 217,336 | 12,446 | ' |
Change in valuation allowance | -217,336 | -12,446 | ' |
Provision for income taxes | ' | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ' | ' |
Income tax at statutory rate | 35.00% | 34.00% |
Permanent difference | -32.00% | 0.00% |
Change in valuation allowance | -3.00% | -34.00% |
Total | 0.00% | 0.00% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 31-May-13 | 31-May-12 |
Summary of deferred tax asset | ' | ' |
Gross deferred tax assets, net operating loss | $236,035 | $18,699 |
Less: valuation allowance | -236,035 | -18,699 |
Net deferred tax asset | ' | ' |