Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
31-May-14 | Aug. 26, 2014 | Feb. 28, 2014 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'YAPPN CORP. | ' | ' |
Entity Central Index Key | '0001511735 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--05-31 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-May-14 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $1,515,000 |
Entity Common Stock, Shares Outstanding | ' | 125,855,794 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | 31-May-14 | 31-May-13 |
Current assets: | ' | ' |
Cash | $988,692 | $217,037 |
Prepaid development and related expenses - related party | ' | 80,518 |
Prepaid expenses | 3,310 | 10,040 |
Total current assets | 992,002 | 307,595 |
Total Assets | 992,002 | 307,595 |
Current liabilities: | ' | ' |
Accounts payable | 444,041 | 114,532 |
Accrued expenses | 141,176 | 84,561 |
Accrued development and related expenses - related party | 145,316 | ' |
Short term loans | 477,311 | ' |
Line of credit | 800,000 | ' |
Convertible promissory notes and debentures | 100,846 | ' |
Total current liabilities | 2,108,690 | 199,093 |
Other liabilities: | ' | ' |
Derivative preferred stock liability | ' | 3,479,862 |
Derivative warrant liability | 2,531,282 | 4,050,278 |
Convertible promissory notes and debentures | 2,406,329 | ' |
Total Liabilities | 7,046,301 | 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; 2,010,000 and 7,710,000 shares issued and outstanding, respectively | 201 | ' |
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 125,855,794 and 100,000,000 issued and outstanding, respectively | 12,586 | 10,000 |
Additional paid-in capital | 4,071,022 | 64,997 |
Deficit accumulated during the developmental stage | -10,138,108 | -7,496,635 |
Total Stockholders' Deficit | -6,054,299 | -7,421,638 |
Total Liabilities And Stockholders' Deficit | $992,002 | $307,595 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | 31-May-14 | 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 | 125,855,794 | 100,000,000 |
Common stock, shares outstanding | 125,855,794 | 100,000,000 |
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 | 2,010,000 | 7,710,000 |
Preferred stock, shares outstanding | 2,010,000 | 7,710,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | 43 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Income Statement [Abstract] | ' | ' | ' |
Revenues | $37,135 | ' | $43,051 |
Cost of revenue | 26,155 | ' | 29,278 |
Gross profit | 10,980 | ' | 13,773 |
Operating expenses: | ' | ' | ' |
Marketing | 585,272 | 15,465 | 601,160 |
Research and development expenses | 1,375,112 | 197,275 | 1,572,387 |
General and administrative expenses | 1,332,000 | 139,171 | 1,476,811 |
Professional fees | 355,518 | 112,221 | 457,920 |
Consulting | 442,933 | 120,221 | 624,703 |
Total operating expenses | 4,090,835 | 584,353 | 4,732,981 |
Loss from operations | -4,079,855 | -584,353 | -4,719,208 |
Other (income) expense: | ' | ' | ' |
Interest expense | 110,611 | 1,000 | 111,611 |
Financing expense on issuance of derivative liabilities and convertible notes | 4,737,726 | 6,461,700 | 11,199,427 |
Change in fair value of derivative liabilities and convertible notes | -6,318,613 | 394,584 | -5,924,029 |
Miscellaneous expense | 31,894 | ' | 31,891 |
Total other (income) expense | -1,438,382 | 6,857,284 | 5,418,900 |
Net loss before taxes | -2,641,473 | -7,441,637 | -10,138,108 |
Provision for income taxes | ' | ' | ' |
Net loss and comprehensive loss | ($2,641,473) | ($7,441,637) | ($10,138,108) |
Net loss per weighted-average shares common stock - basic and diluted | ($0.03) | ($0.06) | ' |
Weighted-average number of shares of common stock issued and outstanding - basic and diluted | 102,414,173 | 134,931,507 | ' |
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 | ' | ' | ' | ' | ' |
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, Shares 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, Shares 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, Shares at May. 31, 2013 | ' | 100,000,000 | 7,710,000 | ' | ' |
Issuance of common stock for consulting services | 215,711 | 190 | ' | 215,521 | ' |
Issuance of common stock for consulting services, shares | ' | 1,900,000 | ' | ' | ' |
Issuance of Series A Convertible preferred stock at par value ($0.0001) and warrants, shares | ' | ' | 1,650,000 | ' | ' |
Issuance of common shares for licensing rights | 133,333 | 167 | ' | 133,166 | ' |
Issuance of common shares for licensing rights, shares | ' | 1,666,667 | ' | ' | ' |
Issuance of common shares for technology | ' | 1,333 | ' | -1,333 | ' |
Issuance of common shares for technology, shares | ' | 13,333,333 | ' | ' | ' |
Issuance of warrants classified as equity | 2,609,256 | ' | ' | 2,609,256 | ' |
Imputed interest on short term loan | 27,799 | ' | ' | 27,799 | ' |
Issuance of common shares on conversion of Series A Preferred shares | 735,000 | 735 | ' | 734,265 | ' |
Issuance of common shares on conversion of Series A Preferred shares, shares | ' | 7,350,000 | -7,350,000 | ' | ' |
Issuance of common shares on conversion of convertible debt | 86,713 | 161 | ' | 86,552 | ' |
Issuance of common shares on conversion of convertible debt, shares | ' | 1,605,794 | ' | ' | ' |
Reclassification of preferred stock from derivative liability | 201,000 | ' | 201 | 200,799 | ' |
Net income/loss | -2,641,473 | ' | ' | ' | -2,641,473 |
Ending Balance at May. 31, 2014 | ($6,054,299) | $12,586 | $201 | $4,071,022 | ($10,138,108) |
Ending Balance, Shares at May. 31, 2014 | ' | 125,855,794 | 2,010,000 | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 7 Months Ended | 12 Months Ended | |
31-May-11 | 31-May-14 | 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_Stateme
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 12 Months Ended | 43 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Cash Flows From Operating Activities: | ' | ' | ' |
Net loss and comprehensive loss | ($2,641,473) | ($7,441,637) | ($10,138,108) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Amortization and depreciation | ' | 509 | 1,498 |
Change in fair value of derivative liabilities and convertible notes | -6,318,613 | 394,584 | -5,924,029 |
Financing expense on issuance of derivative liabilities, convertible notes, and derivatives | 4,876,118 | 6,398,592 | 11,280,480 |
Stock issuance for consulting services and licensing rights | 349,044 | ' | 349,044 |
Imputed interest expense on loan | 27,799 | ' | 27,799 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid development and related expenses - related party | 80,518 | -80,518 | ' |
Prepaid expenses | 6,730 | -10,040 | -3,310 |
Accounts payable and accrued expenses | 386,124 | 194,102 | 585,217 |
Accrued development and related expense - related party | 145,316 | ' | 145,316 |
Net Cash Used in Operating Activities | -3,088,437 | -544,408 | -3,676,093 |
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, loans, and derivatives | 3,695,092 | ' | 3,695,092 |
Net advances from stockholders forgiven | ' | 4,686 | 11,045 |
Deferred revenue liability assumed by shareholders and directors | ' | 19,795 | 19,795 |
Net proceeds from the issuance of common stock | ' | ' | 38,923 |
Proceeds from the issuance of preferred stock and warrants | 165,000 | 771,000 | 936,000 |
Issuance costs of preferred stock and warrants | ' | -34,036 | -34,036 |
Net Cash Provided by Financing Activities | 3,860,092 | 761,445 | 4,666,819 |
Net increase in cash | 771,655 | 217,037 | 988,692 |
Cash, beginning of year | 217,037 | ' | ' |
Cash, end of year | 988,692 | 217,037 | 988,692 |
Supplemental Disclosure of Cash Flow Information | ' | ' | ' |
Forgiveness of Officer and Director Advances | ' | 36,075 | 36,075 |
Common stock issued on conversion of convertible debt | 86,713 | ' | 86,713 |
Common stock issued on conversion of preferred stock | 735,000 | ' | 735,000 |
Reclassifications of derivative liabilities to additional paid in capital | 1,118,087 | ' | 1,118,087 |
Payment of accrued expenses by Stockholders | ' | 4,771 | 4,771 |
Common stock issued for consulting services and licensing right | 349,044 | ' | 349,044 |
Cash Paid during the year for Interest | $20,532 | ' | $20,532 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
31-May-14 | |
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 effective unique and proprietary tools and services that create dynamic solutions that enhance a brand’s messaging, media, e-commerce and support platforms. 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 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. | |
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 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. | |
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 services. These include expenses related to the operation of data centers, salaries, benefits and customer project based costs for certain personnel in the Company’s operations. | |
Marketing, Advertising and Promotion Costs | |
Advertising and marketing costs are expensed as incurred and totaled $585,272 and $15,465 for the years ended May 31, 2014 and May 31, 2013, respectively, and $601,160 for the period from November 3, 2010 (inception) through May 31, 2014. | |
Income (Loss) per Common Share | |
Basic income (loss) per common share is computed by dividing the net income (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 May 31, 2014 the Company had outstanding 2,010,000 units of Series A Convertible Preferred Stock with a conversion feature to common stock at an exercise price of $0.10, five year warrants to purchase an additional 47,860,000 shares of common stock at a per share exercise price ranging from $0.054 to $0.22, and convertible notes and debentures that are convertible into 24,219,602 shares of common stock at the option of the holder based on the value of the debt host at the time of conversion with exercise prices ranging from $0.08 to $0.15. All of these issuances have a dilutive effect on earnings per share when the Company has net income for the period. | |
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 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 consolidated statements of operations and comprehensive income (loss). There have been no penalties nor interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2014 and May 31, 2013 and for the period of November 3, 2010 (inception) through May 31, 2014. | |
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 (“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 warrants (Notes 9 and 10) and the convertible promissory notes and debentures (Note 7) are classified as Level 2 financial liabilities. | |
As of May 31, 2014 and May 31, 2013, the carrying value of accounts payable, accrued expenses, short term loans, accrued development and related expenses and line of credit approximated fair value due to the short-term nature of these instruments. | |
Fair Value of Derivative Instruments, Preferred Stock and Warrant | |
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. Both the preferred stock and the warrant initially had price protection provisions and when such provisions are present, the instruments 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. The Company also issued other five year warrants as part of subscription agreements that included convertible promissory notes, debentures and line of credit, some of which have similar price protection provisions that expire after twelve months. Upon expiration of the price protection, the instruments will be treated as an equity instrument. The Series A Preferred Stock ratchet provisions ended after twelve months and as such any unconverted preferred shares are no longer treated as a liability, but as an equity instrument. | |
When applicable, the 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. | |
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. | |
Fair Value of Convertible Promissory Notes | |
The Company has issued convertible promissory notes that are convertible into common stock, at the option of the holder, at 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. These instruments are measured at the greater of the present value of the note discounted at market rates or using a binomial lattice valuation methodology and are included in the consolidated balance sheets under the caption “convertible promissory notes and debentures”. Any unrealized and realized gains and losses related to the convertible promissory notes are recorded based on the changes in the fair values and are reflected as change in fair value of derivatives and convertible notes 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, 2014. | |
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 and the 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 the prior period presented have been reclassified to conform to the current period classification. These reclassifications have no effect on the previously reported net loss. | |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations or financial position. | |
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statement of operations, cash flows and stockholder’s equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however easily adoption is permitted. The Company plans to adopt ASU 2014-10 for its financial statements for the year ended May 31, 2015. |
Going_Concern
Going Concern | 12 Months Ended |
31-May-14 | |
Going Concern [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, 2014 of $10,138,108. | |
As of May 31, 2014, the Company had a working capital deficit of $1,116,688. During the year ended May 31, 2014, net cash used in operating activities was $3,088,437. The Company expects to have similar cash needs for the next twelve month period. At the present time, the Company does not have sufficient funds to fund operations over the next twelve months. | |
Implementation of our business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. We are in the development stage, and have limited revenues to cover our operating costs. As such, we have incurred an operating loss since inception. This and other factors raise substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to meet our obligations, to obtain additional financing as may be required and ultimately to attain profitability. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
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. The Company continues to work on generating operating cash flows from the commercialization of its software platform. Until those cash flows are sufficient the Company will pursue other financing when deemed necessary. | |
The Company is pursuing a number of different financing opportunities in order to execute its business plan. These include, short term debt arrangements, convertible debt arrangements, common share equity financings, either through a private placement or through the public markets and has engaged a number of investment brokers to assist management in achieving its financing objectives. During the year ended May 31, 2014, the Company has raised $3,860,093 through various financial instruments. Subsequent to the year ended May 31, 2014 the Company has raised an additional $669,697. | |
There can be no assurance that the raising of future equity or debt 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-14 | |
Concentration of Credit Risk [Abstract] | ' |
Concentration of Credit Risk | ' |
3. Concentration of Credit Risk | |
All of the Company’s revenues for the period from November 3, 2010 (inception) through May 31, 2014 are attributed to a small number of customers. |
Transfer_of_Assets
Transfer of Assets | 12 Months Ended |
31-May-14 | |
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. |
Short_Term_Loans
Short Term Loans | 12 Months Ended | ||||||||||||||||||||
31-May-14 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Short Term Loans | ' | ||||||||||||||||||||
5. Short Term Loans | |||||||||||||||||||||
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 9 and 10). | |||||||||||||||||||||
On July 10, 2013, the Company borrowed $336,000 (Canadian $350,000) from a private individual. The loan had a term of nine months and was 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%. On April 1, 2014 this note was amended and $100,000 of this note was retired and contributed to a subscription agreement for Units that included an unsecured 6% convertible debenture, $1,000 par value, convertible into shares of the Company’s common stock and 1,000,000 issuable shares each under Series A and Series B warrants (Note 7). The loan remaining on April 1, 2014 of $236,000 had similar total interest charges as the original loan, but has a new maturity of July 10, 2014 and had a value of $220,159 on May 31, 2014. | |||||||||||||||||||||
On January 7, 2014, the Company borrowed $253,200 (Canadian $280,000) from a private individual. The loan had a term of three months and had an interest rate of 12% per annum payable at the maturity date. A preparation fee of 10% or $25,300 (Canadian $28,000) was paid at inception. The loan was extended past its due date of April 7, 2014 and is accruing interest without penalty until payment. As of May 31, 2014, the value of the note was $257,152. | |||||||||||||||||||||
On January 9, 2014, the Company borrowed $271,200 (Canadian $300,000) from a private individual. The loan had an initial term of six weeks and had an interest rate of 12% per annum payable at the maturity date. A preparation fee of 5% or $13,500 (Canadian $15,000) was paid at inception. The loan was extended past its due date of February 24, 2014. The loan was fully repaid on May 8, 2014 including interest of $7,426. | |||||||||||||||||||||
Principal amounts | Bridge Loan | Nine Month Term Loan | Three Month Term Loan | Six | Total | ||||||||||||||||
Week Term Loan | |||||||||||||||||||||
Borrowing on February 28, 2013 | $ | 200,000 | $ | - | $ | - | $ | - | $ | 200,000 | |||||||||||
Conversion on March 28, 2013 | (200,000 | ) | - | - | - | (200,000 | ) | ||||||||||||||
Fair value at May 31, 2013 | - | - | - | - | - | ||||||||||||||||
Borrowing on July 10, 2013 | - | 336,000 | - | - | 336,000 | ||||||||||||||||
Borrowing on January 7, 2014 | - | - | 253,200 | - | 253,200 | ||||||||||||||||
Borrowing on January 9, 2014 | - | - | - | 271,200 | 271,200 | ||||||||||||||||
Total | - | 336,000 | 253,200 | 271,200 | 860,400 | ||||||||||||||||
Fair value adjustments and accrued interest | - | (15,841 | ) | 3,952 | - | (11,889 | ) | ||||||||||||||
Repayments | - | - | - | (271,200 | ) | (271,200 | ) | ||||||||||||||
Conversions | - | (100,000 | ) | - | - | (100,000 | ) | ||||||||||||||
Fair value at May 31, 2014 | $ | - | $ | 220,159 | $ | 257,152 | $ | - | $ | 477,311 | |||||||||||
Line_of_Credit_Loan_Agreement_
Line of Credit - Loan Agreement and Promissory Note | 12 Months Ended |
31-May-14 | |
Line of Credit Facility [Abstract] | ' |
Line of Credit - Loan Agreement and Promissory Note | ' |
6. Line of Credit - Loan Agreement and Promissory Note | |
On March 26, 2014, the Company received an advance in the amount of $150,000 on a loan agreement and promissory note, finalized on April 7, 2014, whereby the Company can borrow up to $3,000,000 from a third party lender. The loan agreement is for an initial two year term subject to the lender’s right to demand repayment of the outstanding balance. It carried a one-time arrangement fee of $60,000 recognized as a financing expense at origination, carries an interest rate of 12% per annum and a 1% draw down fee on each draw. Pursuant to the loan agreement, the Company issued the lender warrants to purchase up to 8,000,000 shares of the Company’s common stock at an exercise price of $0.10. Upon the Company’s first draw down of $200,000 from the line of credit, 2,000,000 five year warrants vest. For each subsequent $100,000 the Company draws, 1,000,000 five year warrants will vest until the maximum of 8,000,000 warrants are vested. The common shares that are issuable on the exercise of warrants will be granted registration rights, allowing the shares to be sold, once registration occurs. In addition, the Company entered into a general security agreement with the lender to which it granted the lender a first position security interest in all of its assets and in the event of default under the security agreement or the promissory note, the lender may foreclose on the assets of the Company. | |
At May 31, 2014 and since March 26, 2014, the Company borrowed $800,000 from the lender without any repayments and the 8,000,000 warrants previously issued to the lender on April 7, 2014 are fully vested. The warrants are valued at $1,495,200 and reflected as a financing expense and reported on the Company’s consolidated statements of operations and comprehensive income (loss) below operating income as an “other expense”. | |
Convertible_Promissory_Notes_a
Convertible Promissory Notes and Debentures | 12 Months Ended | ||||||||||||||||||||
31-May-14 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Convertible Promissory Notes | ' | ||||||||||||||||||||
7. Convertible Promissory Notes and Debentures | |||||||||||||||||||||
The Company has issued various convertible notes and debentures with various terms. As a result of the variability in the amount of common stock to be issued in accordance with conversion price protection clauses, the Company has recorded these instruments as liabilities at fair value. The Company has determined the convertible notes and debentures to be Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of the commitment date and May 31, 2014. | |||||||||||||||||||||
The following is a summary of the convertible notes and debentures as of May 31, 2014: | |||||||||||||||||||||
- | |||||||||||||||||||||
Principal amounts: | Asher | JMJ | Convertible Debentures | Other | Total | ||||||||||||||||
Enterprises | Financial | Notes | |||||||||||||||||||
Notes | Notes | ||||||||||||||||||||
Borrowing on October 9, 2013 | $ | 78,500 | $ | - | $ | - | $ | - | $ | 78,500 | |||||||||||
Borrowing on November 15, 2013 | - | 65,000 | - | - | 65,000 | ||||||||||||||||
Borrowing on December 12, 2013 | 42,500 | - | - | - | 42,500 | ||||||||||||||||
Borrowing on February 21, 2014 | - | 40,000 | - | 40,000 | |||||||||||||||||
Borrowing on December 17, 2013 | - | - | - | 50,000 | 50,000 | ||||||||||||||||
Borrowing on January 29, 2014 | - | - | 395,000 | - | 395,000 | ||||||||||||||||
Borrowing on February 27, 2014 | - | - | 305,000 | - | 305,000 | ||||||||||||||||
Borrowing on April 1, 2014 | - | - | 469,000 | - | 469,000 | ||||||||||||||||
Borrowing on April 16, 2014 | - | 40,000 | - | - | 40,000 | ||||||||||||||||
Borrowing on April 23, 2014 | - | - | 50,000 | - | 50,000 | ||||||||||||||||
Borrowing on May 30, 2014 | - | - | 1,000,000 | - | 1,000,000 | ||||||||||||||||
Total | $ | 121,000 | $ | 145,000 | $ | 2,219,000 | $ | 50,000 | $ | 2,535,000 | |||||||||||
Convertible notes and debt at fair value at commitment date | $ | 141,805 | $ | 295,111 | $ | 2,086,720 | $ | 49,421 | $ | 2,573,057 | |||||||||||
Change in fair value | (36,226 | ) | (100,968 | ) | 177,420 | 10,449 | 50,675 | ||||||||||||||
Repayments | (64,603 | ) | - | - | - | (64,603 | ) | ||||||||||||||
Conversions to common stock | - | (51,954 | ) | - | - | (51,954 | ) | ||||||||||||||
Convertible notes and debt at fair value at May 31, 2014 | $ | 40,976 | $ | 142,189 | $ | 2,264,140 | $ | 59,870 | $ | 2,507,175 | |||||||||||
Current | $ | 40,976 | $ | - | $ | - | $ | 59,870 | $ | 100,846 | |||||||||||
Long term | - | 142,189 | 2,264,140 | - | 2,406,329 | ||||||||||||||||
$ | 40,976 | $ | 142,189 | $ | 2,264,140 | $ | 59,870 | $ | 2,507,175 | ||||||||||||
Asher Enterprises, Inc. | |||||||||||||||||||||
On October 9, 2013 the Company sold an 8% Convertible Note to Asher Enterprises, Inc. in the principal amount of $78,500 pursuant to a Securities Purchase Agreement, which was executed on October 9, 2013. The 8% Convertible Note has a stated maturity date of July 2, 2014 and had an interest rate of 8% per annum until it becomes due. On March 28, 2014, the Company paid approximately $109,000 to settle in full the outstanding balance of $78,500, a prepayment fee and related interest on the Convertible Note. | |||||||||||||||||||||
On December 12, 2013 the Company sold an 8% Convertible Note to Asher Enterprises, Inc. 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. Subsequent to May 31, 2014, the Note was repaid (Note 14). | |||||||||||||||||||||
Accounting allocation of initial proceeds: | October 9, | December 12, | |||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||
Gross proceeds | $ | 78,500 | $ | 42,500 | |||||||||||||||||
Fair value of promissory notes | (100,234 | ) | (41,571 | ) | |||||||||||||||||
Financing expense (gain) on the issuance of promissory notes | $ | 21,734 | $ | (929 | ) | ||||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.09 | $ | 0.06 | |||||||||||||||||
Current exercise price | $ | 0.07 | $ | 0.04 | |||||||||||||||||
Time to expiration – days | 266 | 268 | |||||||||||||||||||
Risk free interest rate | 0.11 | % | 0.08 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - | |||||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | N/A | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | N/A | $ | 0.09 | |||||||||||||||||
Time to expiration – days | N/A | 98 | |||||||||||||||||||
Risk free interest rate | N/A | % | 0.06 | % | |||||||||||||||||
Estimated volatility | N/A | % | 150 | % | |||||||||||||||||
Dividend | N/A | - | |||||||||||||||||||
JMJ Financial | |||||||||||||||||||||
On November 15, 2013, the Company executed and issued a Convertible Promissory Note agreement with JMJ Financial 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 and forms part of the amount qualifying for conversion. On November 15, 2013, the Company borrowed $65,000 against the Note. The agreement was amended on February 21, 2014 and applies retroactively to the date of issuance. 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. After 180 days from issuance, the principal and any accrued interest are convertible into the Company’s common stock at the lower of $0.10 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. On February 21, 2014 the Company borrowed an additional $40,000 against the Note and on April 16, 2014 the Company borrowed an additional $40,000 against the Note. During May of 2014, JMJ Financial elected to convert the $65,000 principal, original issue discount, due diligence fees and interest accrued in exchange for 1,605,794 common shares (Note 8). As of May 31, 2014, the principal borrowing remaining under this agreement was $80,000, with a fair value of $142,189. | |||||||||||||||||||||
Accounting allocation of initial proceeds: | November 15, | February 21, | April 16, | ||||||||||||||||||
2013 | 2014 | 2014 | |||||||||||||||||||
Gross proceeds | $ | 65,000 | $ | 40,000 | $ | 40,000 | |||||||||||||||
Fair value of promissory notes | (142,812 | ) | (54,286 | ) | (98,014 | ) | |||||||||||||||
Financing expense on the issuance of promissory notes | $ | 77,812 | $ | 14,286 | $ | 58,014 | |||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.07 | $ | 0.05 | $ | 0.14 | |||||||||||||||
Current exercise price | $ | 0.05 | $ | 0.03 | $ | 0.05 | |||||||||||||||
Time to expiration – days | 730 | 632 | 578 | ||||||||||||||||||
Risk free interest rate | 0.11 | % | 0.08 | % | 0.37 | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | N/A | $ | 0.16 | $ | 0.16 | |||||||||||||||
Current exercise price | $ | N/A | $ | 0.08 | $ | 0.08 | |||||||||||||||
Time to expiration – days | N/A | 533 | 533 | ||||||||||||||||||
Risk free interest rate | N/A | % | 0.37 | % | 0.37 | % | |||||||||||||||
Estimated volatility | N/A | % | 150 | % | 150 | % | |||||||||||||||
Dividend | N/A | - | - | ||||||||||||||||||
Convertible Debentures with Series A and B Warrants | |||||||||||||||||||||
On January 29, 2014, February 27, 2014, and April 1, 2014 the Company issued 395, 305 and 469 Units for $395,000, $305,000, and $469,000 respectively, to accredited investors under subscription agreements. The Units, as defined in the subscription agreements, consist of (i) one unsecured 6% convertible promissory note, $1,000 par value, convertible into shares of the Company’s common stock; (ii) a warrant entitling the holder thereof to purchase 10,000 share of common stock (individually Series A Warrant) at an exercise price of $0.15; and, (iii) a warrant entitling the holder thereof to purchase 10,000 share of common stock (individually Series B Warrant) at an exercise price of $0.20. The purchase price for each unit is $1,000 and resulted in a funding total of $1,069,000 in cash and the retirement of $100,000 debt obligation to a private individual (Note 5). | |||||||||||||||||||||
The Notes mature 24 months from the issuance date and have an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $0.10. Under the subscription agreement, the Company has granted price protections provisions that provide the holder of Series A warrants 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 $0.15 for a period of twelve months from issuance. The Company determined the warrants issued to the Line of Credit lenders (Note 6) qualified as a breach of this covenant, therefore all Series A warrants were re-priced to a $0.10 exercise price with the adjustment reflected as a change in the fair value. Any amount of principal or interest which is not paid when due, shall bear interest at the rate of 16% per annum from the date it is due. | |||||||||||||||||||||
As some of 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 derivative instruments 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: | January 29, 2014 | February 27, 2014 | April 1, | ||||||||||||||||||
2014 | |||||||||||||||||||||
Gross proceeds | $ | 395,000 | $ | 305,000 | $ | 469,000 | |||||||||||||||
Fair value of the convertible promissory notes | (320,787 | ) | (247,696 | ) | (665,511 | ) | |||||||||||||||
Derivative warrant liability fair value – Series A (Note 10) | (161,950 | ) | (125,050 | ) | (776,664 | ) | |||||||||||||||
Financing expense on the issuance of instruments | $ | 87,737 | $ | 67,746 | $ | 973,175 | |||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.05 | $ | 0.05 | $ | 0.18 | |||||||||||||||
Current exercise price – promissory notes | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||||||||||
Current exercise price – Series A warrants | $ | 0.15 | $ | 0.15 | $ | 0.15 | |||||||||||||||
Time to expiration – days (promissory notes) | 732 | 731 | 731 | ||||||||||||||||||
Time to expiration – days (warrants) | 1,826 | 1,826 | 1,826 | ||||||||||||||||||
Risk free interest rate (promissory notes) | 0.32 | % | 0.32 | % | 0.32 | % | |||||||||||||||
Risk free interest rate (warrants) | 1.52 | % | 1.51 | % | 1.74 | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Market interest rate for the company | 18 | % | 18 | % | 18 | % | |||||||||||||||
Key inputs to determine the fair value of the promissory notes at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | $ | 0.16 | $ | 0.16 | |||||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||||||||||
Time to expiration – days | 610 | 638 | 671 | ||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.37 | % | 0.37 | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Convertible Debentures with Series C Warrants | |||||||||||||||||||||
On April 23, 2014 the Company authorized and issued 50 Units for $50,000 to a private investor. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debentures, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 with a price protection clause on any conversion feature issued after the issuance date that mature on April 23, 2016; and (ii) a warrant entitling the holder thereof to purchase 333,333 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on April 23, 2019. | |||||||||||||||||||||
On May 30, 2014 the Company authorized and issued 1,000 Units for $1,000,000 to Array Capital Corporation. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debentures, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 with a price protection clause on any conversion feature issued after the issuance date that matures on May 30, 2016; and (ii) a warrant entitling the holder thereof to purchase 6,666,667 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on May 30, 2019. | |||||||||||||||||||||
The debentures mature 24 months from the issuance date and have an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $0.15. The warrants may be exercised in whole or in part. | |||||||||||||||||||||
Accounting allocation of initial proceeds: | April 23, | May 30, | |||||||||||||||||||
2014 | 2014 | ||||||||||||||||||||
Gross proceeds | $ | 50,000 | $ | 1,000,000 | |||||||||||||||||
Fair value of the convertible debentures | (40,605 | ) | (812,121 | ) | |||||||||||||||||
Fair value of warrants | (9,395 | ) | (187,879 | ) | |||||||||||||||||
Financing expense on the issuance of derivative instruments | $ | - | $ | - | |||||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.15 | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | |||||||||||||||||
Time to expiration – days | 731 | 731 | |||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.37 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - | |||||||||||||||||||
Market rate for the company | 18 | % | 18 | % | |||||||||||||||||
Key inputs to determine the fair value of the convertible debentures at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | |||||||||||||||||
Time to expiration – days | 693 | 730 | |||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.37 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - | |||||||||||||||||||
Market rate for the company | 18 | % | 18 | % | |||||||||||||||||
Other | |||||||||||||||||||||
On December 17, 2013, the Company sold two 8% convertible promissory notes in the amount of $25,000 each to independent accredited investors for a total of $50,000. After deductions for banking fees of $2,500 and legal expenses of $1,500 for each note, the Company received $21,000 for each note for a total of $42,000. The notes mature on September 13, 2014. Each 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. Any amount of principal or interest which is not paid when due, shall bear interest at the rate of 24% per annum. Subsequent to May 31, 2014 these Notes were repaid (Note 14). | |||||||||||||||||||||
Stock price $0.05 | |||||||||||||||||||||
Accounting allocation of initial proceeds: | December 17, | ||||||||||||||||||||
2013 | |||||||||||||||||||||
Gross proceeds | $ | 50,000 | |||||||||||||||||||
Fair value of the convertible promissory notes | (49,421 | ) | |||||||||||||||||||
Financing expense (gain) on the issuance of convertible promissory notes | $ | (579 | ) | ||||||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Current exercise price | $ | 0.03 | |||||||||||||||||||
Time to expiration – days | 270 | ||||||||||||||||||||
Risk free interest rate | 0.09 | % | |||||||||||||||||||
Estimated volatility | 150 | % | |||||||||||||||||||
Dividend | - | ||||||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | |||||||||||||||||||
Current exercise price | $ | 0.08 | |||||||||||||||||||
Time to expiration – days | 105 | ||||||||||||||||||||
Risk free interest rate | 0.06 | % | |||||||||||||||||||
Estimated volatility | 150 | % | |||||||||||||||||||
Dividend | - | ||||||||||||||||||||
Common_Stock
Common Stock | 12 Months Ended |
31-May-14 | |
Equity [Abstract] | ' |
Common Stock | ' |
8. 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 stockholders 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 issued an additional 300,000 shares of common stock, valued at $33,000, in exchange for business consulting services over the period ended May 31, 2014. | |
On May 9, 2014, the Company issued 700,000 shares of common stock, with a value of $101,711 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; 300,000 share of common stock, valued at $24,000, in part compensation to a provider of strategic consulting services; and 300,000 shares of common stock to consulting firms, valued at $15,000, as compensation for services. | |
On May 9, 2014 the Company issued 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 and to issue the Company the right to purchase a copy of the source code for $2,000,000. On April 28, 2014 the Company exercised its right to purchase a copy of the source code for the Ortsbo property in exchange for 13,333,333 shares of common stock. Although the common shares had a fair value of $2,000,000 at the date of the exchange, the transaction was ascribed a value of $Nil as described in Note 13. To complete the transactions 15,000,000 shares of common stock were issued on May 9, 2014. | |
On May 16, 2014 and May 19, 2014, the Company issued 400,000 and 1,205,794 shares to JMJ Financial as a result of the settlement and conversion of the convertible note with a principal amount of $65,000 dated November 15, 2013 (Note 7). | |
From April 9, 2014 through May 23, 2014, various holders of convertible preferred stock exercised their right to convert to common stock. A total of 7,350,000 shares of preferred were converted into common stock (Note 9). |
Preferred_Stock_and_Warrants
Preferred Stock and Warrants | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Preferred Stock and Warrants [Abstract] | ' | ||||||||||||
Preferred Stock and Warrants | ' | ||||||||||||
9. Preferred Stock and Warrants | |||||||||||||
Series A Preferred Stock | |||||||||||||
On March 14, 2013 the Company authorized 50,000,000 shares of preferred stock, par value $0.0001. | |||||||||||||
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 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. | |||||||||||||
Subscription Agreement with Series A Preferred Shares and warrants | |||||||||||||
On March 28, 2013, May 31, 2013 and June 7, 2013 the Company sold an aggregate of 9,360,000 Units at a per unit price of $0.10 on a private placement basis to certain investors for an aggregate $936,000 in cash proceeds including the conversion of $201,000 from the bridge loan (Note 5). 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. Due to the issuance of common stock to JMJ Financial (Note 7) the May 31, 2013 and June 7, 2013 warrants were re-priced to $0.054. The March 28, 2013 warrants were not re-priced because the one year price protection provision expired before the issuance of the common shares to JMJ Financial. | |||||||||||||
Accounting allocation of initial proceeds: | March 28, | May 31, | June 7, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Gross proceeds | $ | 401,000 | $ | 370,000 | $ | 165,000 | |||||||
Derivative preferred stock liability fair value | (1,610,015 | ) | (1,670,550 | ) | (1,025,475 | ) | |||||||
Derivative warrant liability fair value | (1,909,161 | ) | (1,945,830 | ) | (1,146,915 | ) | |||||||
Financing expense on the issuance of derivative instruments | $ | 3,118,176 | $ | 3,246,380 | $ | 2,007,390 | |||||||
The key inputs used in the determination of fair value of the Series A Preferred Stock and warrants at the commitment date: | |||||||||||||
Stock price | $ | 0.5 | $ | 0.55 | $ | 0.72 | |||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||
Time to expiration – days (preferred stock) | 365 | 365 | 365 | ||||||||||
Time to expiration – days (warrants) | 1,826 | 1,826 | 1,826 | ||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | 1.48 | % | |||||||
Estimated volatility (preferred stock) | 100 | % | 100 | % | 100 | % | |||||||
Estimated volatility (warrants) | 150 | % | 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. | |||||||||||||
The following table reflects the preferred stock activity for the period of June 1, 2012 to May 31, 2014: | |||||||||||||
Preferred Stock | |||||||||||||
Outstanding as of June 1, 2012 | - | ||||||||||||
Issued on March 28, 2013 | 4,010,000 | ||||||||||||
Issued on May 31, 2013 | 3,700,000 | ||||||||||||
Exercised and expired | - | ||||||||||||
Total – as of May 31, 2013 | 7,710,000 | ||||||||||||
Issued on June 7, 2013 | 1,650,000 | ||||||||||||
Conversion of preferred stock into common stock | (7,350,000 | ) | |||||||||||
Total – as of May 31, 2014 | 2,010,000 | ||||||||||||
As of May 31, 2014, 7,350,000 shares of Series A Preferred Stock were exchanged for 7,350,000 shares of common stock, at a conversion value of $735,000. As a result of the price protection being removed after one year, the remaining 2,010,000 preferred shares were reclassified on the consolidated balance sheet from a derivative preferred share liability to stockholders’ equity at a value of $201,000 (Note 10). | |||||||||||||
At May 31, 2013, as a result of the twelve month price protection provisions in the subscription agreement, the Company recognized its preferred stock in its consolidated balance sheet as a derivative liability. The calculation methodologies for the fair values of the derivative preferred stock liability for the year ended May 31, 2014 are described in Note 10 – Derivative Preferred Stock and Warrant Liabilities. | |||||||||||||
Warrants | |||||||||||||
Subscription Agreement with Series A Preferred Shares | |||||||||||||
The Company issued 9,360,000 five year warrants as part of a Unit under subscription agreements that included Series A preferred shares with full ratchet anti-dilution provisions. The price protection provision were effective for twelve months from date of issuance. | |||||||||||||
On March 29, 2014, the price protection provisions expired on 4,010,000 shares issuable under warrants and the fair value of $917,087 was reclassified from a derivative liability to equity. As of May 31, 2014, the remaining shares issuable under warrants of 3,700,000 and 1,650,000 with issuance dates of May 31, 2013 and June 7, 2013, respectively were still reflected as a derivative liability and were re-priced to $0.054. However, subsequent to May 31, 2014 with the price provisions expired, they were reclassified from derivative liability to equity. | |||||||||||||
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 for these Units. These warrants were estimated using the same valuation techniques and at a value of $9,636. | |||||||||||||
Series A, B and C Warrants | |||||||||||||
On January 29, 2014, February 27, 2014, and April 1, 2014 the Company issued 395 Series A and Series B warrants, 305 Series A and Series B warrants, and 469 Series A and Series B warrants, respectively, with unsecured 6% convertible promissory notes (Note 7), as part of the defined Unit under the subscription agreements on those respective dates. Each Series A warrant entitles the holder thereof to purchase 10,000 shares of common stock for a purchase price of $0.10 per share after the re-pricing of the instruments took place. Each Series B warrant entitles the holder thereof to purchase 10,000 shares of common stock for a purchase price of $0.20 per share. | |||||||||||||
The Series A and Series B warrants permit cashless exercise beginning with the effective date unless and until a registration statement covering the resale of the shares underlying the warrants is effective with the Commission. The Series A warrants, for a period of twelve months from the original date of issuance, provide full ratchet price protection provisions and as such are treated as a derivative liability at the commitment date and until such provisions expire. The Series B warrants do not provide any price protection provisions and therefore are treated as equity instruments at the commitment date and thereafter. Both the Series A and Series B warrants have a five year life. | |||||||||||||
On April 23, 2014 and May 30, 2014, the Company authorized and issued Series C warrants to acquire 333,333 and 6,666,667 shares of common stock, respectively, to accredited investors with unsecured 6% convertible debentures as part of a defined Unit under the subscription agreements for those respective dates. The Series C warrants entitle the holder thereof to purchase shares of common stock at a purchase price of $0.22 per share and have a five year life. The Series C warrants do not provide any price protection provisions and therefore are treated as equity instruments at the commitment date and thereafter. | |||||||||||||
Line of Credit Arrangement | |||||||||||||
Pursuant to the loan agreement and promissory note entered on April 7, 2014 (Note 6), the Company issued the lender warrants to purchase up to 8,000,000 shares of the Company’s common stock at an exercise price of $0.10. | |||||||||||||
The following is a summary of warrants issued, exercised and expired through May 31, 2014: | |||||||||||||
Shares Issuable Under Warrants | Exercise Price | Expiration | |||||||||||
Outstanding as of May 31, 2012 | - | - | - | ||||||||||
Issued on March 28, 2013 | 4,010,000 | $ | 0.1 | 28-Mar-18 | |||||||||
Issued on May 31, 2013 | 3,700,000 | $ | 0.054 | 31-May-18 | |||||||||
Exercised and expired | - | - | - | ||||||||||
Total – as of May 31, 2013 | 7,710,000 | - | - | ||||||||||
Issued on June 7, 2013 | 1,650,000 | $ | 0.054 | 7-Jun-18 | |||||||||
Issued on November 15, 2013 | 120,000 | $ | 0.1 | 15-Nov-18 | |||||||||
Issued Series A warrants on January 29, 2014 | 3,950,000 | $ | 0.1 | 29-Jan-19 | |||||||||
Issued Series B warrants on January 29, 2014 | 3,950,000 | $ | 0.2 | 29-Jan-19 | |||||||||
Issued Series A warrants on February 27, 2014 | 3,050,000 | $ | 0.1 | 27-Feb-19 | |||||||||
Issued Series B warrants on February 27, 2014 | 3,050,000 | $ | 0.2 | 27-Feb-19 | |||||||||
Issued Series A warrants on April 1, 2014 | 4,690,000 | $ | 0.1 | 1-Apr-19 | |||||||||
Issued Series B warrants on April 1, 2014 | 4,690,000 | $ | 0.2 | 1-Apr-19 | |||||||||
Issued to Lender – Line of Credit | 8,000,000 | $ | 0.1 | 7-Apr-19 | |||||||||
Issued Series C warrants on April 23, 2014 | 333,333 | $ | 0.22 | 23-Apr-19 | |||||||||
Issued Series C warrants on May 30, 2014 | 6,666,667 | $ | 0.22 | 30-May-19 | |||||||||
Total – as of May 31, 2014 | 47,860,000 | ||||||||||||
The outstanding warrants at May 31, 2014 and May 31, 2013 have a weighted average exercise price of approximately $0.16 and $0.08 per share, respectively, and have an approximate weighted average remaining life of 4.7 and 4.9 years, respectively. | |||||||||||||
The price protection provisions of those warrants issued as part of the Series A Preferred Stock subscription prior to May 31, 2013, have expired and, as such, the instruments issued on March 28, 2013 are now recognized as equity instruments. The Series B warrants, Series C warrants, and warrants associated with the Line of Credit arrangement do not provide the holder any price protection, and as there is no variability in the determination of common stock, these warrants are also reflected as equity instruments. | |||||||||||||
The following table is a summary of those warrants that are reflected in equity as of the year ended May 31, 2014: | |||||||||||||
Shares Issuable Under Warrants | Equity Value | ||||||||||||
Issued warrants on March 28, 2013 | 4,010,000 | $ | 917,087 | ||||||||||
Issued Series B warrants on January 29, 2014 | 3,950,000 | - | |||||||||||
Issued Series B warrants on February 27, 2014 | 3,050,000 | - | |||||||||||
Issued Series B warrants on April 1, 2014 | 4,690,000 | - | |||||||||||
Issued to Loan Agreement - Credit Line | 8,000,000 | 1,495,200 | |||||||||||
Issued Series C warrants on April 23, 2014 | 333,333 | 9,395 | |||||||||||
Issued Series C warrants on May 30, 2014 | 6,666,667 | 187,574 | |||||||||||
Total – as of May 31, 2014 | 30,700,000 | $ | 2,609,256 | ||||||||||
For those warrants with price protection provisions, the calculation methodologies for the fair values of the derivative warrant liability are described in Note 10 – Derivative Preferred Stock and Warrant Liabilities. |
Derivative_Preferred_Stock_and
Derivative Preferred Stock and Warrant Liabilities | 12 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Derivative Preferred Stock and Warrant Liabilities [Abstract] | ' | ||||||||||||||||
Derivative Preferred Stock and Warrant Liabilities | ' | ||||||||||||||||
10. Derivative Preferred Stock and Warrant Liabilities | |||||||||||||||||
For the years ended May 31, 2014 and May 31, 2013, the Company has Series A 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 the conversion price of the warrants will be decreased to the new price. The price protection on the preferred shares was for a twelve month period from date of issuance, while the price protection on the warrants varies based on the individual warrant instruments issued with some having twelve months and others with no protection. | |||||||||||||||||
The Company has determined its derivative preferred stock liability and its derivative warrant liability to be Level 2 fair value measurements and has used the binominal lattice pricing model to calculate the fair value as of May 31, 2014 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. | |||||||||||||||||
Accounting for Derivative Preferred Stock Liability | |||||||||||||||||
The Company’s derivative preferred stock instruments have been measured at fair value at May 31, 2014 and May 31, 2013 using the binomial lattice model. As of May 31, 2014, as a result of the expiration of the price protection provision on the preferred shares outstanding, any outstanding preferred stock has been reclassified to equity. 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 in the 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 consolidated cash flows. | |||||||||||||||||
The following is a summary of the derivative preferred stock liability from June 1, 2012 through May 31, 2014: | |||||||||||||||||
Value | Number of Preferred Stock Units | ||||||||||||||||
Balance as of June 1, 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 | |||||||||||||||
Decrease in fair value of derivative preferred stock liability | (3,569,337 | ) | - | ||||||||||||||
Conversion into common stock | (735,000 | ) | (7,350,000 | ) | |||||||||||||
Transfer value of preferred stock to equity | (201,000 | ) | (2,010,000 | ) | |||||||||||||
Balance as of May 31, 2014 | $ | - | - | ||||||||||||||
The revaluation of the preferred stock at each reporting period resulted in the recognition of a gain of $3,569,337 within the Company’s consolidated statements of operations and comprehensive loss for the year ended May 31, 2014 and is included in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities and convertible notes”. As the price protection provisions for the remaining 2,010,000 outstanding preferred stock expired as of May 31, 2014 the value of $201,000 was reclassified from a derivative preferred stock liability to equity. The fair value of derivative preferred stock at May 31, 2014 and May 31, 2013 was $0 and $3,479,862, respectively, which is reported on the consolidated balance sheets under the caption “Derivative preferred stock liability”. | |||||||||||||||||
Fair Value Assumptions Used in Accounting for Derivative Preferred Stock Liability | |||||||||||||||||
The key inputs used in the determination of fair value at May 31, 2013: | |||||||||||||||||
Stock price | $ | 0.55 | |||||||||||||||
Current exercise price | $ | 0.1 | |||||||||||||||
Time to expiration - days | 301 and 365 | ||||||||||||||||
Risk free interest rate | 1.48 | % | |||||||||||||||
Estimated volatility | 100 | % | |||||||||||||||
Dividend | - | ||||||||||||||||
At May 31, 2014, there were no longer any Series A preferred stock shares that had price protection provisions. The remaining shares were reclassified to equity at the fair value rate of $0.10 per common share (Note 9). | |||||||||||||||||
Accounting for Derivative Warrant Liability | |||||||||||||||||
The Company’s derivative warrant instruments with price protection provisions have been measured at fair value at May 31, 2014 and May 31, 2013 using the binomial lattice model. The Company recognizes all of its warrants with price protection provisions 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 income (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 following is a summary of the derivative warrant liability from June 1, 2012 through May 31, 2014: | |||||||||||||||||
Shares Issuable Under Warrants | Derivative Warrant Value | ||||||||||||||||
Balance as of June 1, 2012 | - | $ | - | ||||||||||||||
Warrants issued March 28, 2013 | 4,010,000 | 1,909,161 | |||||||||||||||
Warrants issued May 31, 2013 | 3,700,000 | 1,945,830 | |||||||||||||||
Increase in fair value of derivative warrant liability | - | 195,287 | |||||||||||||||
Balance as of May 31, 2013 | 7,710,000 | 4,050,278 | |||||||||||||||
Warrants issued June 7, 2013 | 1,650,000 | 1,146,915 | |||||||||||||||
Warrants issued November 15, 2013 | 120,000 | 9,636 | |||||||||||||||
Series A warrants issued on January 29, 2014 | 3,950,000 | 161,950 | |||||||||||||||
Series A warrants issued on February 27, 2014 | 3,050,000 | 125,050 | |||||||||||||||
Series A warrants issued on April 1, 2014 | 4,690,000 | 776,664 | |||||||||||||||
Warrants reclassified to equity (warrants issued March 28, 2013) | (4,010,000 | ) | (917,087 | ) | |||||||||||||
Warrants exercised or expired | - | - | |||||||||||||||
Decrease in fair value of derivative warrant liability | - | (2,822,124 | ) | ||||||||||||||
Total – as of May 31, 2014 | 17,160,000 | $ | 2,531,282 | ||||||||||||||
The revaluation of the warrants at each reporting period resulted in the recognition of a gain of $2,822,124 within the Company’s consolidated statements of operations and comprehensive loss for the year ended May 31, 2014 (2013 - $195,287), and is included in the 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 May 31, 2014 and May 31, 2013 was $2,531,282 and $4,050,278, respectively, which is reported on the consolidated balance sheets under the caption “Derivative warrant liability”. | |||||||||||||||||
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability | |||||||||||||||||
Warrants under Subscription Agreement with Series A Preferred Shares | |||||||||||||||||
The warrants, issued as part of a Unit with the Series A preferred shares, have price protection provisions that expire twelve months from the date of issue (Note 9). | |||||||||||||||||
The key inputs used in the determination of fair value at May 31, 2014 and 2013: | |||||||||||||||||
May 31, | May 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock price | $ | 0.16 | $ | 0.55 | |||||||||||||
Current exercise price | $ | 0.054 | $ | 0.1 | |||||||||||||
Time to expiration – days (range) | 1,461 - 1,468 | 1,762 – 1,826 | |||||||||||||||
Risk free interest rate | 1.54 | % | 1.48 | % | |||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||
Dividend | - | - | |||||||||||||||
The key inputs used in the May 31, 2014 and November 15, 2013 issuance of 120,000 warrants for determination of fair value calculations were as follows: | |||||||||||||||||
May 31, | November 15, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock price | $ | 0.16 | $ | 0.08 | |||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||||||
Time to expiration - days | 1,629 | 1,826 | |||||||||||||||
Risk free interest rate | 1.54 | % | 1.37 | % | |||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||
Dividend | - | - | |||||||||||||||
Series A Warrants | |||||||||||||||||
The Series A warrants, issued as part of a Unit including convertible debt, have price protection provisions that expire twelve months from the date of issue (Note 7). | |||||||||||||||||
The key inputs used in the determination of fair value of the Series A warrants at the commitment date and reporting period: | |||||||||||||||||
January 29, | February 27, | April 1, | May 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Warrants – Series A (issuable under warrant) | 3,950,000 | 3,050,000 | 4,690,000 | 11,690,000 | |||||||||||||
Stock price | $ | 0.05 | $ | 0.05 | $ | 0.18 | $ | 0.16 | |||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | $ | 0.15 | $ | 0.1 | |||||||||
Time to expiration – days (range) | 1,826 | 1,826 | 1,826 | 1,704 - 1,766 | |||||||||||||
Risk free interest rate | 0.32 | % | 0.32 | % | 1.3 | % | 1.54 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | 150 | % | |||||||||
Dividend | - | - | - | - |
Employee_Benefit_and_Incentive
Employee Benefit and Incentive Plans | 12 Months Ended |
31-May-14 | |
Employee Benefit and Incentive Plans [Abstract] | ' |
Employee Benefit and Incentive Plans | ' |
11. 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, 2014 and May 31, 2013 no shares have been issued under this plan. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
12. Income Taxes | |||||||||
The provision for income taxes for the year ended May 31, 2014 and May 31, 2013 consisted of the following: | |||||||||
May 31, | May 31, | ||||||||
2014 | 2013 | ||||||||
Current | $ | - | $ | - | |||||
Deferred | 1,477,825 | 217,336 | |||||||
Change in valuation allowance | (1,477,825 | ) | (217,336 | ) | |||||
$ | - | $ | - | ||||||
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, | May 31, | ||||||||
2014 | 2013 | ||||||||
Income tax at statutory rate | 35 | % | 35 | % | |||||
Permanent difference | 21 | (32.00 | ) | ||||||
Change in valuation allowance | (56.00 | ) | (3.00 | ) | |||||
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, 2014 and May 31, 2013 are as follows: | |||||||||
May 31, | May 31, | ||||||||
2014 | 2013 | ||||||||
Net operating losses | $ | 1,713,860 | $ | 236,035 | |||||
Less: valuation allowance | (1,713,860 | ) | (236,035 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
As of May 31, 2014 and May 31, 2013 the Company had a net operating loss carry-forward of approximately $4,896,744 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 | 12 Months Ended |
31-May-14 | |
Related Party Balances and Transactions [Abstract] | ' |
Related Party Balances and Transactions | ' |
13. 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. | |
On October 23, 2013, the Company and Ortsbo, entered into an amendment to the Services Agreement dated March 21, 2013 for an exclusive license to use the Ortsbo property and an option to purchase a copy of the Ortsbo source code in exchange for 1,666,667 shares of restricted 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 (Note 8). On April 28, 2014 the Company exercised its right to purchase a copy of the source code for the Ortsbo property in exchange for 13,333,333 shares of restricted common stock. Since both the Company and Ortsbo are under the common control of Intertainment Media, Inc., and Ortsbo’s carrying value for these assets was $nil, the Company reflected the acquisition value at nil on the consolidated balance sheet. As of May 31, 2014, Ortsbo holds 15,000,000 restricted common stock shares of the Company. | |
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 $-0- and $80,518 existed as of May 31, 2014 and May 31, 2013, respectively. | |
For the year ended May 31, 2014, 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 $1,668,930 for the year ended May 31, 2014 and a remaining related party liability balance totaling $145,316 existed as of May 31, 2014. | |
The Company issued 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 in the amount of $75,000 due from Intertainment Media, Inc. which is offset against the a related party liability on the balance sheet. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
14. Subsequent Events | |
On June 2, 2014, the Company repaid $200,000 of the outstanding demand line of credit under the April 7, 2014 loan agreement and promissory note. The Company borrowed $100,000 under this agreement on June 16, 2014 and another $250,000 on August 25, 2014. | |
On June 10, 2014, the Company paid $59,051 to settle in full the outstanding balance of $42,500, prepayment fee and related interest on the 8% Convertible Note to Asher Enterprises dated December 12, 2013. | |
On June 12th the Company repaid $152,000 CDN ($142,056 USD) against the loan originated on January 7th 2014 as described in Note 5. | |
On June 13, 2014, the Company separately paid $38,000 each, including prepayment fee and related interest, to settle in full the outstanding balance of two $25,000 8% convertible promissory notes dated December 17, 2013 to two independent accredited investors. | |
The Company authorized and issued two separate issues of 125 Units on June 27, 2014. This total authorized and issuance of 250 Units, at a value of $250,000, was to two independent accredited investors in exchange for $150,000 in cash and release of $100,000 in the loan originated on January 7, 2014 as described in Note 7. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debentures, $1,000 par value convertible into shares of the Company’s common stock that mature on June 27, 2016; and (ii) a warrant entitling the holder thereof to purchase 1,666,667 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on June 27, 2019. | |
In addition, the Company received $125,000 from various subscribers comprising 125 units with the same definition above during August 2014. The Series C warrants at a purchase price of $0.22 per share in connection with these subscriptions totaled 833,333. | |
On July 17, 2014 the Company borrowed $110,000 CDN ($100,915 USD) in the form of a short term loan due on December 31, 2014. This loan carries a 1% arrangement fee and an interest rate of 1% per month. | |
On July 23, 2014, the Company borrowed $53,750 CDN ($50,234 USD) in the form of a bridge loan with combined loan and interest fees of $6,250 CDN (5,841 USD). This loan and the fees were repaid on August 5, 2014. | |
On August 4, 2014, the Company borrowed $100,000 CDN ($93,458 USD) in the form of a bridge loan with combined loan and interest of $3,500, due of August 14, 2014. The Company repaid $25,000 of this note on August 25, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
31-May-14 | |
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 effective unique and proprietary tools and services that create dynamic solutions that enhance a brand’s messaging, media, e-commerce and support platforms. 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 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. | |
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 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. | |
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 services. These include expenses related to the operation of data centers, salaries, benefits and customer project based costs for certain personnel in the Company’s operations. | |
Marketing, Advertising and Promotion Costs | ' |
Marketing, Advertising and Promotion Costs | |
Advertising and marketing costs are expensed as incurred and totaled $585,272 and $15,465 for the years ended May 31, 2014 and May 31, 2013, respectively, and $601,160 for the period from November 3, 2010 (inception) through May 31, 2014. | |
Income (Loss) per Common Share | ' |
Income (Loss) per Common Share | |
Basic income (loss) per common share is computed by dividing the net income (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 May 31, 2014 the Company had outstanding 2,010,000 units of Series A Convertible Preferred Stock with a conversion feature to common stock at an exercise price of $0.10, five year warrants to purchase an additional 47,860,000 shares of common stock at a per share exercise price ranging from $0.054 to $0.22, and convertible notes and debentures that are convertible into 24,219,602 shares of common stock at the option of the holder based on the value of the debt host at the time of conversion with exercise prices ranging from $0.08 to $0.15. All of these issuances have a dilutive effect on earnings per share when the Company has net income for the period. | |
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 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 consolidated statements of operations and comprehensive income (loss). There have been no penalties nor interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2014 and May 31, 2013 and for the period of November 3, 2010 (inception) through May 31, 2014. | |
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 (“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 warrants (Notes 9 and 10) and the convertible promissory notes and debentures (Note 7) are classified as Level 2 financial liabilities. | |
As of May 31, 2014 and May 31, 2013, the carrying value of accounts payable, accrued expenses, short term loans, accrued development and related expenses and line of credit approximated fair value due to the short-term nature of these instruments. | |
Fair Value of Derivative Instruments Preferred Stock and Warrant | ' |
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. Both the preferred stock and the warrant initially had price protection provisions and when such provisions are present, the instruments 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. The Company also issued other five year warrants as part of a subscription agreements that included convertible promissory notes, debentures and line of credit, some of which have similar price protection provisions that expire after twelve months. Upon expiration of the price protection, the instruments will be treated as an equity instrument. The Series A Preferred Stock ratchet provisions ended after twelve months and as such any unconverted preferred shares are no longer treated as a liability, but as an equity instrument. | |
When applicable, the 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 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. | |
Fair Value of Convertible Promissory Notes | ' |
Fair Value of Convertible Promissory Notes | |
The Company has issued convertible promissory notes that are convertible into common stock, at the option of the holder, at 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. These instruments are measured at the greater of the present value of the note discounted at market rates or using a binomial lattice valuation methodology and are included in the consolidated balance sheets under the caption “convertible promissory notes and debentures”. Any unrealized and realized gains and losses related to the convertible promissory notes are recorded based on the changes in the fair values and are reflected as change in fair value of derivatives and convertible notes 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, 2014. | |
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 and the 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 the prior period presented have been reclassified to conform to the current period classification. These reclassifications have no effect on the previously reported net loss. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations or financial position. | |
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statement of operations, cash flows and stockholder’s equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however easily adoption is permitted. The Company plans to adopt ASU 2014-10 for its financial statements for the year ended May 31, 2015. |
Short_Term_Loans_Tables
Short Term Loans (Tables) | 12 Months Ended | ||||||||||||||||||||
31-May-14 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of short-term debt | ' | ||||||||||||||||||||
Principal amounts | Bridge Loan | Nine Month Term Loan | Three Month Term Loan | Six | Total | ||||||||||||||||
Week Term Loan | |||||||||||||||||||||
Borrowing on February 28, 2013 | $ | 200,000 | $ | - | $ | - | $ | - | $ | 200,000 | |||||||||||
Conversion on March 28, 2013 | (200,000 | ) | - | - | - | (200,000 | ) | ||||||||||||||
Fair value at May 31, 2013 | - | - | - | - | - | ||||||||||||||||
Borrowing on July 10, 2013 | - | 336,000 | - | - | 336,000 | ||||||||||||||||
Borrowing on January 7, 2014 | - | - | 253,200 | - | 253,200 | ||||||||||||||||
Borrowing on January 9, 2014 | - | - | - | 271,200 | 271,200 | ||||||||||||||||
Total | - | 336,000 | 253,200 | 271,200 | 860,400 | ||||||||||||||||
Fair value adjustments and accrued interest | - | (15,841 | ) | 3,952 | - | (11,889 | ) | ||||||||||||||
Repayments | - | - | - | (271,200 | ) | (271,200 | ) | ||||||||||||||
Conversions | - | (100,000 | ) | - | - | (100,000 | ) | ||||||||||||||
Fair value at May 31, 2014 | $ | - | $ | 220,159 | $ | 257,152 | $ | - | $ | 477,311 |
Convertible_Promissory_Notes_a1
Convertible Promissory Notes and Debentures (Tables) | 12 Months Ended | ||||||||||||||||||||
31-May-14 | |||||||||||||||||||||
Summary of convertible notes and debentures | ' | ||||||||||||||||||||
Principal amounts: | Asher | JMJ | Convertible Debentures | Other | Total | ||||||||||||||||
Enterprises | Financial | Notes | |||||||||||||||||||
Notes | Notes | ||||||||||||||||||||
Borrowing on October 9, 2013 | $ | 78,500 | $ | - | $ | - | $ | - | $ | 78,500 | |||||||||||
Borrowing on November 15, 2013 | - | 65,000 | - | - | 65,000 | ||||||||||||||||
Borrowing on December 12, 2013 | 42,500 | - | - | - | 42,500 | ||||||||||||||||
Borrowing on February 21, 2014 | - | 40,000 | - | - | 40,000 | ||||||||||||||||
Borrowing on December 17, 2013 | - | - | - | 50,000 | 50,000 | ||||||||||||||||
Borrowing on January 29, 2014 | - | - | 395,000 | - | 395,000 | ||||||||||||||||
Borrowing on February 27, 2014 | - | - | 305,000 | - | 305,000 | ||||||||||||||||
Borrowing on April 1, 2014 | - | - | 469,000 | - | 469,000 | ||||||||||||||||
Borrowing on April 16, 2014 | - | 40,000 | - | - | 40,000 | ||||||||||||||||
Borrowing on April 23, 2014 | - | - | 50,000 | - | 50,000 | ||||||||||||||||
Borrowing on May 30, 2014 | - | - | 1,000,000 | - | 1,000,000 | ||||||||||||||||
Total | $ | 121,000 | $ | 145,000 | $ | 2,219,000 | $ | 50,000 | $ | 2,535,000 | |||||||||||
Convertible notes and debt at fair value at commitment date | $ | 141,805 | $ | 295,111 | $ | 2,086,720 | $ | 49,421 | $ | 2,573,057 | |||||||||||
Change in fair value | (36,226 | ) | (100,968 | ) | 177,420 | 10,449 | 50,675 | ||||||||||||||
Repayments | (64,603 | ) | - | - | - | (64,603 | ) | ||||||||||||||
Conversions to common stock | - | (51,954 | ) | - | - | (51,954 | ) | ||||||||||||||
Convertible notes and debt at fair value at May 31, 2014 | $ | 40,976 | $ | 142,189 | $ | 2,264,140 | $ | 59,870 | $ | 2,507,175 | |||||||||||
Current | $ | 40,976 | $ | - | $ | - | $ | 59,870 | $ | 100,846 | |||||||||||
Long term | - | 142,189 | 2,264,140 | - | 2,406,329 | ||||||||||||||||
$ | 40,976 | $ | 142,189 | $ | 2,264,140 | $ | 59,870 | $ | 2,507,175 | ||||||||||||
Asher Enterprises Inc [Member] | ' | ||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | ' | ||||||||||||||||||||
Accounting allocation of initial proceeds: | October 9, | December 12, | |||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||
Gross proceeds | $ | 78,500 | $ | 42,500 | |||||||||||||||||
Fair value of promissory notes | (100,234 | ) | (41,571 | ) | |||||||||||||||||
Financing expense (gain) on the issuance of promissory notes | $ | 21,734 | $ | (929 | ) | ||||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.09 | $ | 0.06 | |||||||||||||||||
Current exercise price | $ | 0.07 | $ | 0.04 | |||||||||||||||||
Time to expiration – days | 266 | 268 | |||||||||||||||||||
Risk free interest rate | 0.11 | % | 0.08 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - | |||||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | N/A | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | N/A | $ | 0.09 | |||||||||||||||||
Time to expiration – days | N/A | 98 | |||||||||||||||||||
Risk free interest rate | N/A | % | 0.06 | % | |||||||||||||||||
Estimated volatility | N/A | % | 150 | % | |||||||||||||||||
Dividend | N/A | - | |||||||||||||||||||
JMJ Financial [Member] | ' | ||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | ' | ||||||||||||||||||||
Accounting allocation of initial proceeds: | November 15, | February 21, | April 16, | ||||||||||||||||||
2013 | 2014 | 2014 | |||||||||||||||||||
Gross proceeds | $ | 65,000 | $ | 40,000 | $ | 40,000 | |||||||||||||||
Fair value of promissory notes | (142,812 | ) | (54,286 | ) | (98,014 | ) | |||||||||||||||
Financing expense on the issuance of promissory notes | $ | 77,812 | $ | 14,286 | $ | 58,014 | |||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.07 | $ | 0.05 | $ | 0.14 | |||||||||||||||
Current exercise price | $ | 0.05 | $ | 0.03 | $ | 0.05 | |||||||||||||||
Time to expiration – days | 730 | 632 | 578 | ||||||||||||||||||
Risk free interest rate | 0.11 | % | 0.08 | % | 0.37 | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | N/A | $ | 0.16 | $ | 0.16 | |||||||||||||||
Current exercise price | $ | N/A | $ | 0.08 | $ | 0.08 | |||||||||||||||
Time to expiration – days | N/A | 533 | 533 | ||||||||||||||||||
Risk free interest rate | N/A | % | 0.37 | % | 0.37 | % | |||||||||||||||
Estimated volatility | N/A | % | 150 | % | 150 | % | |||||||||||||||
Dividend | N/A | - | - | ||||||||||||||||||
Convertible Debentures with Series A and B Warrants [Member] | ' | ||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | ' | ||||||||||||||||||||
Accounting allocation of initial proceeds: | January 29, 2014 | February 27, 2014 | April 1, | ||||||||||||||||||
2014 | |||||||||||||||||||||
Gross proceeds | $ | 395,000 | $ | 305,000 | $ | 469,000 | |||||||||||||||
Fair value of the convertible promissory notes | (320,787 | ) | (247,696 | ) | (665,511 | ) | |||||||||||||||
Derivative warrant liability fair value – Series A (Note 10) | (161,950 | ) | (125,050 | ) | (776,664 | ) | |||||||||||||||
Financing expense on the issuance of instruments | $ | 87,737 | $ | 67,746 | $ | 973,175 | |||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.05 | $ | 0.05 | $ | 0.18 | |||||||||||||||
Current exercise price – promissory notes | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||||||||||
Current exercise price – Series A warrants | $ | 0.15 | $ | 0.15 | $ | 0.15 | |||||||||||||||
Time to expiration – days (promissory notes) | 732 | 731 | 731 | ||||||||||||||||||
Time to expiration – days (warrants) | 1,826 | 1,826 | 1,826 | ||||||||||||||||||
Risk free interest rate (promissory notes) | 0.32 | % | 0.32 | % | 0.32 | % | |||||||||||||||
Risk free interest rate (warrants) | 1.52 | % | 1.51 | % | 1.74 | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Market interest rate for the company | 18 | % | 18 | % | 18 | % | |||||||||||||||
Key inputs to determine the fair value of the promissory notes at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | $ | 0.16 | $ | 0.16 | |||||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||||||||||
Time to expiration – days | 610 | 638 | 671 | ||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.37 | % | 0.37 | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Convertible Debentures with Series C Warrants [Member] | ' | ||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | ' | ||||||||||||||||||||
Accounting allocation of initial proceeds: | April 23, | May 30, | |||||||||||||||||||
2014 | 2014 | ||||||||||||||||||||
Gross proceeds | $ | 50,000 | $ | 1,000,000 | |||||||||||||||||
Fair value of the convertible debentures | (40,605 | ) | (812,121 | ) | |||||||||||||||||
Fair value of warrants | (9,395 | ) | (187,879 | ) | |||||||||||||||||
Financing expense on the issuance of derivative instruments | $ | - | $ | - | |||||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.15 | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | |||||||||||||||||
Time to expiration – days | 731 | 731 | |||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.37 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - | |||||||||||||||||||
Market rate for the company | 18 | % | 18 | % | |||||||||||||||||
Key inputs to determine the fair value of the convertible debentures at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | |||||||||||||||||
Time to expiration – days | 693 | 730 | |||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.37 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - | |||||||||||||||||||
Market rate for the company | 18 | % | 18 | % | |||||||||||||||||
Other Notes [Member] | ' | ||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | ' | ||||||||||||||||||||
Accounting allocation of initial proceeds: | December 17, | ||||||||||||||||||||
2013 | |||||||||||||||||||||
Gross proceeds | $ | 50,000 | |||||||||||||||||||
Fair value of the convertible promissory notes | (49,421 | ) | |||||||||||||||||||
Financing expense (gain) on the issuance of convertible promissory notes | $ | (579 | ) | ||||||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.05 | |||||||||||||||||||
Current exercise price | $ | 0.03 | |||||||||||||||||||
Time to expiration – days | 270 | ||||||||||||||||||||
Risk free interest rate | 0.09 | % | |||||||||||||||||||
Estimated volatility | 150 | % | |||||||||||||||||||
Dividend | - | ||||||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | |||||||||||||||||||
Current exercise price | $ | 0.08 | |||||||||||||||||||
Time to expiration – days | 105 | ||||||||||||||||||||
Risk free interest rate | 0.06 | % | |||||||||||||||||||
Estimated volatility | 150 | % | |||||||||||||||||||
Dividend | - |
Preferred_Stock_and_Warrants_T
Preferred Stock and Warrants (Tables) | 12 Months Ended | ||||||||||||
31-May-14 | |||||||||||||
Preferred Stock and Warrants [Abstract] | ' | ||||||||||||
Summary of financing expense on issuance of derivative instruments | ' | ||||||||||||
Accounting allocation of initial proceeds: | March 28, | May 31, | June 7, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Gross proceeds | $ | 401,000 | $ | 370,000 | $ | 165,000 | |||||||
Derivative preferred stock liability fair value | (1,610,015 | ) | (1,670,550 | ) | (1,025,475 | ) | |||||||
Derivative warrant liability fair value | (1,909,161 | ) | (1,945,830 | ) | (1,146,915 | ) | |||||||
Financing expense on the issuance of derivative instruments | $ | 3,118,176 | $ | 3,246,380 | $ | 2,007,390 | |||||||
The key inputs used in the determination of fair value of the Series A Preferred Stock and warrants at the commitment date: | |||||||||||||
Stock price | $ | 0.5 | $ | 0.55 | $ | 0.72 | |||||||
Current exercise price | $ | 0.1 | $ | 0.1 | $ | 0.1 | |||||||
Time to expiration – days (preferred stock) | 365 | 365 | 365 | ||||||||||
Time to expiration – days (warrants) | 1,826 | 1,826 | 1,826 | ||||||||||
Risk free interest rate | 1.48 | % | 1.48 | % | 1.48 | % | |||||||
Estimated volatility (preferred stock) | 100 | % | 100 | % | 100 | % | |||||||
Estimated volatility (warrants) | 150 | % | 150 | % | 150 | % | |||||||
Dividend | - | - | - | ||||||||||
Schedule of preferred stock | ' | ||||||||||||
Preferred Stock | |||||||||||||
Outstanding as of June 1, 2012 | - | ||||||||||||
Issued on March 28, 2013 | 4,010,000 | ||||||||||||
Issued on May 31, 2013 | 3,700,000 | ||||||||||||
Exercised and expired | - | ||||||||||||
Total – as of May 31, 2013 | 7,710,000 | ||||||||||||
Issued on June 7, 2013 | 1,650,000 | ||||||||||||
Conversion of preferred stock into common stock | (7,350,000 | ) | |||||||||||
Total – as of May 31, 2014 | 2,010,000 | ||||||||||||
Schedule of warrants | ' | ||||||||||||
Shares Issuable Under Warrants | Exercise Price | Expiration | |||||||||||
Outstanding as of May 31, 2012 | - | - | - | ||||||||||
Issued on March 28, 2013 | 4,010,000 | $ | 0.1 | 28-Mar-18 | |||||||||
Issued on May 31, 2013 | 3,700,000 | $ | 0.054 | 31-May-18 | |||||||||
Exercised and expired | - | - | - | ||||||||||
Total – as of May 31, 2013 | 7,710,000 | - | - | ||||||||||
Issued on June 7, 2013 | 1,650,000 | $ | 0.054 | 7-Jun-18 | |||||||||
Issued on November 15, 2013 | 120,000 | $ | 0.1 | 15-Nov-18 | |||||||||
Issued Series A warrants on January 29, 2014 | 3,950,000 | $ | 0.1 | 29-Jan-19 | |||||||||
Issued Series B warrants on January 29, 2014 | 3,950,000 | $ | 0.2 | 29-Jan-19 | |||||||||
Issued Series A warrants on February 27, 2014 | 3,050,000 | $ | 0.1 | 27-Feb-19 | |||||||||
Issued Series B warrants on February 27, 2014 | 3,050,000 | $ | 0.2 | 27-Feb-19 | |||||||||
Issued Series A warrants on April 1, 2014 | 4,690,000 | $ | 0.1 | 1-Apr-19 | |||||||||
Issued Series B warrants on April 1, 2014 | 4,690,000 | $ | 0.2 | 1-Apr-19 | |||||||||
Issued to Lender – Line of Credit | 8,000,000 | $ | 0.1 | 7-Apr-19 | |||||||||
Issued Series C warrants on April 23, 2014 | 333,333 | $ | 0.22 | 23-Apr-19 | |||||||||
Issued Series C warrants on May 30, 2014 | 6,666,667 | $ | 0.22 | 30-May-19 | |||||||||
Total – as of May 31, 2014 | 47,860,000 | ||||||||||||
Schedule of warrants and reflection in equity | ' | ||||||||||||
Shares Issuable Under Warrants | Equity Value | ||||||||||||
Issued warrants on March 28, 2013 | 4,010,000 | $ | 917,087 | ||||||||||
Issued Series B warrants on January 29, 2014 | 3,950,000 | - | |||||||||||
Issued Series B warrants on February 27, 2014 | 3,050,000 | - | |||||||||||
Issued Series B warrants on April 1, 2014 | 4,690,000 | - | |||||||||||
Issued to Loan Agreement - Credit Line | 8,000,000 | 1,495,200 | |||||||||||
Issued Series C warrants on April 23, 2014 | 333,333 | 9,395 | |||||||||||
Issued Series C warrants on May 30, 2014 | 6,666,667 | 187,574 | |||||||||||
Total – as of May 31, 2014 | 30,700,000 | $ | 2,609,256 |
Derivative_Preferred_Stock_and1
Derivative Preferred Stock and Warrant Liabilities (Tables) | 12 Months Ended | ||||||||||||||||
31-May-14 | |||||||||||||||||
Preferred Stock [Member] | ' | ||||||||||||||||
Schedule of derivative liabilities at fair value | ' | ||||||||||||||||
Value | Number of Preferred Stock Units | ||||||||||||||||
Balance as of June 1, 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 | |||||||||||||||
Decrease in fair value of derivative preferred stock liability | (3,569,337 | ) | - | ||||||||||||||
Conversion into common stock | (735,000 | ) | (7,350,000 | ) | |||||||||||||
Transfer value of preferred stock to equity | (201,000 | ) | (2,010,000 | ) | |||||||||||||
Balance as of May 31, 2014 | $ | - | - | ||||||||||||||
Fair value measurements and valuation techniques | ' | ||||||||||||||||
Stock price | $ | 0.55 | |||||||||||||||
Current exercise price | $ | 0.1 | |||||||||||||||
Time to expiration - days | 301 and 365 | ||||||||||||||||
Risk free interest rate | 1.48 | % | |||||||||||||||
Estimated volatility | 100 | % | |||||||||||||||
Dividend | - | ||||||||||||||||
Warrant [Member] | ' | ||||||||||||||||
Schedule of derivative liabilities at fair value | ' | ||||||||||||||||
Shares Issuable Under Warrants | Derivative Warrant Value | ||||||||||||||||
Balance as of June 1, 2012 | - | $ | - | ||||||||||||||
Warrants issued March 28, 2013 | 4,010,000 | 1,909,161 | |||||||||||||||
Warrants issued May 31, 2013 | 3,700,000 | 1,945,830 | |||||||||||||||
Increase in fair value of derivative warrant liability | - | 195,287 | |||||||||||||||
Balance as of May 31, 2013 | 7,710,000 | 4,050,278 | |||||||||||||||
Warrants issued June 7, 2013 | 1,650,000 | 1,146,915 | |||||||||||||||
Warrants issued November 15, 2013 | 120,000 | 9,636 | |||||||||||||||
Series A warrants issued on January 29, 2014 | 3,950,000 | 161,950 | |||||||||||||||
Series A warrants issued on February 27, 2014 | 3,050,000 | 125,050 | |||||||||||||||
Series A warrants issued on April 1, 2014 | 4,690,000 | 776,664 | |||||||||||||||
Warrants reclassified to equity (warrants issued March 28, 2013) | (4,010,000 | ) | (917,087 | ) | |||||||||||||
Warrants exercised or expired | - | - | |||||||||||||||
Decrease in fair value of derivative warrant liability | - | (2,822,124 | ) | ||||||||||||||
Total – as of May 31, 2014 | 17,160,000 | $ | 2,531,282 | ||||||||||||||
Fair value measurements and valuation techniques | ' | ||||||||||||||||
May 31, | May 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock price | $ | 0.16 | $ | 0.55 | |||||||||||||
Current exercise price | $ | 0.054 | $ | 0.1 | |||||||||||||
Time to expiration – days (range) | 1,461 - 1,468 | 1,762 – 1,826 | |||||||||||||||
Risk free interest rate | 1.54 | % | 1.48 | % | |||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||
Dividend | - | - | |||||||||||||||
May 31, | November 15, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock price | $ | 0.16 | $ | 0.08 | |||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||||||
Time to expiration - days | 1,629 | 1,826 | |||||||||||||||
Risk free interest rate | 1.54 | % | 1.37 | % | |||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||
Dividend | - | - | |||||||||||||||
Series F Warrants [Member] | ' | ||||||||||||||||
Fair value measurements and valuation techniques | ' | ||||||||||||||||
January 29, | February 27, | April 1, | May 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Warrants – Series A (issuable under warrant) | 3,950,000 | 3,050,000 | 4,690,000 | 11,690,000 | |||||||||||||
Stock price | $ | 0.05 | $ | 0.05 | $ | 0.18 | $ | 0.16 | |||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | $ | 0.15 | $ | 0.1 | |||||||||
Time to expiration – days (range) | 1,826 | 1,826 | 1,826 | 1,704 - 1,766 | |||||||||||||
Risk free interest rate | 0.32 | % | 0.32 | % | 1.3 | % | 1.54 | % | |||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | 150 | % | |||||||||
Dividend | - | - | - | - | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
31-May-14 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of components of income tax expense (benefit) | ' | ||||||||
May 31, | May 31, | ||||||||
2014 | 2013 | ||||||||
Current | $ | - | $ | - | |||||
Deferred | 1,477,825 | 217,336 | |||||||
Change in valuation allowance | (1,477,825 | ) | (217,336 | ) | |||||
$ | - | $ | - | ||||||
Schedule of effective income tax rate reconciliation | ' | ||||||||
May 31, | May 31, | ||||||||
2014 | 2013 | ||||||||
Income tax at statutory rate | 35 | % | 35 | % | |||||
Permanent difference | 21 | (32.00 | ) | ||||||
Change in valuation allowance | (56.00 | ) | (3.00 | ) | |||||
Total | 0 | % | 0 | % | |||||
Schedule of deferred tax assets | ' | ||||||||
May 31, | May 31, | ||||||||
2014 | 2013 | ||||||||
Net operating losses | $ | 1,713,860 | $ | 236,035 | |||||
Less: valuation allowance | (1,713,860 | ) | (236,035 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 12 Months Ended | 43 Months Ended | |||
Jun. 30, 2013 | Mar. 28, 2013 | 31-May-14 | 31-May-13 | 31-May-14 | Mar. 26, 2014 | |
Computer equipment, depreciation methods | ' | ' | 'straight-line method | ' | ' | ' |
Advertising and marketing expense | ' | ' | $585,272 | $15,465 | $601,160 | ' |
Term of warrant | '5 years | '5 years | ' | ' | ' | ' |
Class of warrants issued | ' | ' | ' | ' | ' | 8,000,000 |
Series A Convertible preferred stock | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | 2,010,000 | 7,710,000 | 2,010,000 | ' |
Preferred stock, shares outstanding | ' | ' | 2,010,000 | 7,710,000 | 2,010,000 | ' |
Additional common stock, exercise price per share | ' | 0.1 | ' | ' | ' | ' |
Stock issued during period, shares, conversion of convertible securities | ' | ' | 24,219,602 | ' | ' | ' |
Series A Convertible preferred stock | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Additional common stock, exercise price per share | ' | ' | $0.08 | ' | $0.08 | ' |
Series A Convertible preferred stock | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Additional common stock, exercise price per share | ' | ' | $0.15 | ' | $0.15 | ' |
Series A Convertible preferred stock | Warrant [Member] | ' | ' | ' | ' | ' | ' |
Right to purchase number of common shares | ' | ' | 47,860,000 | ' | 47,860,000 | ' |
Series A Convertible preferred stock | Warrant [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Excercise price of common stock | ' | ' | $0.05 | ' | $0.05 | ' |
Series A Convertible preferred stock | Warrant [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Excercise price of common stock | ' | ' | $0.22 | ' | $0.22 | ' |
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | 2,010,000 | ' | 2,010,000 | ' |
Additional common stock, exercise price per share | ' | ' | $0.10 | ' | $0.10 | ' |
Intertainment Media Inc [Member] | ' | ' | ' | ' | ' | ' |
Exchange of common stock shares | ' | 70,000,000 | ' | ' | ' | ' |
Ownership percentage of Company | ' | 70.00% | ' | ' | ' | ' |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | 43 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Going Concern [Abstract] | ' | ' | ' |
Net loss | ($2,641,473) | ($7,441,637) | ($10,138,108) |
Working capital deficit | 1,116,688 | ' | 1,116,688 |
Net cash used in operating activities | -3,088,437 | -544,408 | -3,676,093 |
Amount raised through various financial instruments | 3,860,093 | ' | 3,860,093 |
Additional amount raised through financial instruments | $669,697 | ' | $669,697 |
Transfer_of_Assets_Details
Transfer of Assets (Details) (Intertainment Media Inc [Member]) | 1 Months Ended |
Mar. 28, 2013 | |
Intertainment Media Inc [Member] | ' |
Purchases of prospective social media platform and related group of assets from Intertainment Media, Inc | 70,000,000 |
Services agreement date | 21-Mar-13 |
Short_Term_Loans_Details
Short Term Loans (Details) (USD $) | 12 Months Ended | |
31-May-14 | Nov. 03, 2010 | |
Short-term Debt [Line Items] | ' | ' |
Borrowing | $477,311 | ' |
Short-term debt, fair value | ' | 309,313 |
Fair value adjustments and accrued interest | -11,899 | ' |
Repayments of short-term debt | -271,200 | ' |
Short-term debt, fair value | 477,311 | 309,313 |
28-Feb-13 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 200,000 | ' |
Debt conversion amount beginning | -200,000 | ' |
Debt conversion amount ending | -100,000 | ' |
28-Mar-13 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Debt conversion amount beginning | -200,000 | ' |
10-Jul-13 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 336,000 | ' |
7-Jan-14 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 253,200 | ' |
9-Jan-14 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 271,200 | ' |
Bridge Loan [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Short-term debt, fair value | ' | ' |
Fair value adjustments and accrued interest | ' | ' |
Repayments of short-term debt | ' | ' |
Short-term debt, fair value | ' | ' |
Bridge Loan [Member] | February 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 200,000 | ' |
Bridge Loan [Member] | March 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Debt conversion amount beginning | -200,000 | ' |
Debt conversion amount ending | ' | ' |
Bridge Loan [Member] | July 10, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Bridge Loan [Member] | January 7, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Bridge Loan [Member] | January 9, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Nine Month Term Loan [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 336,000 | ' |
Short-term debt, fair value | ' | ' |
Fair value adjustments and accrued interest | -15,841 | ' |
Repayments of short-term debt | ' | ' |
Short-term debt, fair value | 220,159 | ' |
Nine Month Term Loan [Member] | February 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Nine Month Term Loan [Member] | March 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Debt conversion amount beginning | ' | ' |
Debt conversion amount ending | -100,000 | ' |
Nine Month Term Loan [Member] | July 10, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 336,000 | ' |
Nine Month Term Loan [Member] | January 7, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Nine Month Term Loan [Member] | January 9, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Three Month Term Loan [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 253,200 | ' |
Short-term debt, fair value | ' | ' |
Fair value adjustments and accrued interest | 3,952 | ' |
Repayments of short-term debt | ' | ' |
Short-term debt, fair value | 257,152 | ' |
Three Month Term Loan [Member] | February 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Three Month Term Loan [Member] | March 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Debt conversion amount beginning | ' | ' |
Debt conversion amount ending | ' | ' |
Three Month Term Loan [Member] | July 10, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Three Month Term Loan [Member] | January 7, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 253,200 | ' |
Three Month Term Loan [Member] | January 9, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Six Week Term Loan [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | 271,200 | ' |
Short-term debt, fair value | ' | ' |
Fair value adjustments and accrued interest | ' | ' |
Repayments of short-term debt | -271,200 | ' |
Short-term debt, fair value | ' | ' |
Six Week Term Loan [Member] | February 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Six Week Term Loan [Member] | March 28, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Debt conversion amount beginning | ' | ' |
Debt conversion amount ending | ' | ' |
Six Week Term Loan [Member] | July 10, 2013 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Six Week Term Loan [Member] | January 7, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | ' | ' |
Six Week Term Loan [Member] | January 9, 2014 | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Borrowing | $271,200 | ' |
Short_Term_Loans_Details_Textu
Short Term Loans (Details Textual) | 0 Months Ended | 1 Months Ended | 7 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 7 Months Ended | ||||||||||||||||||
Apr. 23, 2014 | Jan. 09, 2014 | Jan. 09, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jul. 10, 2013 | Jul. 10, 2013 | Feb. 27, 2014 | Jan. 29, 2014 | Mar. 28, 2013 | 31-May-11 | 31-May-14 | 31-May-13 | Nov. 03, 2010 | Aug. 25, 2014 | Jul. 17, 2014 | Jun. 12, 2014 | Jun. 12, 2014 | Jun. 02, 2014 | Mar. 28, 2013 | Feb. 28, 2013 | Nov. 03, 2010 | Nov. 03, 2010 | 31-May-14 | Nov. 03, 2010 | Nov. 03, 2010 | 31-May-11 | |
USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | USD ($) | USD ($) | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Series A Convertible preferred stock | 6% convertible promissory bridge loan | Note issued one | Note issued one | Note issued one | Note issued two | Note issued two | Note issued two | |||||
USD ($) | USD ($) | CAD | USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | USD ($) | CAD | 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 | ' | ' | ' | ' | ' | ' | ' |
Loan amount | ' | 271,200 | 300,000 | 253,200 | 280,000 | 336,000 | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of loan | '24 months | '42 days | '42 days | '3 months | '3 months | '9 months | '9 months | '24 months | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 477,311 | ' | 309,313 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 257,152 | ' | ' | ' |
Imputed interest rate | ' | ' | ' | ' | ' | 18.00% | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate percent | ' | 12.00% | 12.00% | 12.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 | '10 | ' | '5 | '5 | ' |
Debt instrument fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,300 | 28,000 | ' | 13,500 | 15,000 | ' |
Repayment of principle | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | $142,056 | 152,000 | $200,000 | ' | ' | ' | ' | ' | ' | ' | $7,426 |
Debt Instrument, Maturity Date | ' | 24-Feb-14 | 24-Feb-14 | ' | ' | ' | ' | ' | ' | ' | 31-May-11 | ' | ' | ' | ' | 31-Dec-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note, term of conversion feature, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'On April 1, 2014 this note was amended and $100,000 of this note was retired and contributed to a subscription agreement for Units that included an unsecured 6% convertible debenture, $1,000 par value, convertible into shares of the Company's common stock and 1,000,000 issuable shares each under Series A and Series B warrants (Note 7). The loan remaining on April 1, 2014 of $236,000 had similar total interest charges as the original loan, but has a new maturity of July 10, 2014 and had a value of $220,159 on May 31, 2014. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line_of_Credit_Loan_Agreement_1
Line of Credit - Loan Agreement and Promissory Note (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Mar. 26, 2014 | 31-May-14 | 31-May-13 | |
Line of Credit Facility [Abstract] | ' | ' | ' |
Line of credit | $150,000 | $800,000 | ' |
Line of credit arrangement with third party group | 3,000,000 | ' | ' |
Line of credit facility,Term description | 'The loan agreement is for an initial two year term subject to the lender's right to demand | ' | ' |
One-time arrangement fee | 60,000 | ' | ' |
Arrangement fee interest rate | 12.00% | ' | ' |
Arrangement fee interest rate, Description | 'One-time arrangement fee of $60,000 recognized as a financing expense at origination, carries an interest rate of 12% per annum and a 1% draw down fee on each draw. | ' | ' |
Amount withdrawn under line of credit | 200,000 | ' | ' |
Warrants issued | 8,000,000 | ' | ' |
Warrants exercise price | $0.10 | ' | ' |
Warrants expiration, Term | '5 years | ' | ' |
Additional amount withdrawn under line of credit | 100,000 | ' | ' |
Warrants issued on additional amount borrowed under line of credit | 1,000,000 | ' | ' |
Term of warrants on additional amount borrowed under line of credit | '5 years | ' | ' |
Warrants issued under line of credit, Description | ' | 'Company borrowed $800,000 from the lender without any repayments and the 8,000,000 warrants previously issued to the lender on April 7, 2014 are fully vested. | ' |
Warrants issued under Line of credit value | ' | ' | $1,495,200 |
Convertible_Promissory_Notes_a2
Convertible Promissory Notes and Debentures (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||
31-May-14 | 31-May-14 | Dec. 12, 2013 | Oct. 09, 2013 | 31-May-14 | Apr. 16, 2014 | Feb. 21, 2014 | Nov. 15, 2013 | 31-May-14 | Dec. 17, 2013 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | |
Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | Other Notes [Member] | Other Notes [Member] | Convertible Debentures [Member] | Borrowing on October 9, 2013 [Member] | Borrowing on November 15, 2013 [Member] | Borrowing on February 21, 2014 [Member] | Borrowing on February 21, 2014 [Member] | Borrowing on December 17, 2013 [Member] | Borrowing on January 29, 2014 [Member] | Borrowing on February 27, 2014 [Member] | Borrowing on April 1, 2014 [Member] | Borrowing on April 1, 2014 [Member] | Borrowing on April 16, 2014 [Member] | Borrowing on April 16, 2014 [Member] | Borrowing on April 16, 2014 [Member] | Borrowing on April 23, 2014 [Member] | Borrowing on April 23, 2014 [Member] | Borrowing on May 30, 2014 [Member] | Borrowing on May 30, 2014 [Member] | ||
Asher Enterprises Inc [Member] | JMJ Financial [Member] | Asher Enterprises Inc [Member] | JMJ Financial [Member] | Other Notes [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | JMJ Financial [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings | $2,535,000 | $121,000 | ' | ' | $145,000 | ' | ' | ' | $50,000 | ' | $2,219,000 | $78,500 | $65,000 | $42,500 | $40,000 | $50,000 | $395,000 | $305,000 | $469,000 | $469,000 | $40,000 | $40,000 | ' | $50,000 | $50,000 | $1,000,000 | $1,000,000 |
Convertible notes and debt at fair value at commitment date | 2,573,057 | 141,805 | -41,571 | -100,234 | 295,111 | -98,014 | -54,286 | -142,812 | 49,421 | -49,421 | 2,086,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value | 50,675 | -36,226 | ' | ' | -100,968 | ' | ' | ' | 10,449 | ' | 177,420 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments | -64,603 | -64,603 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversions to common stock | -51,954 | ' | ' | ' | -51,954 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes and debt at fair value at May 31, 2014 | 2,507,175 | 40,976 | -41,571 | -100,234 | 142,189 | -98,014 | -54,286 | -142,812 | 59,870 | -49,421 | 2,264,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current | 100,846 | 40,976 | ' | ' | ' | ' | ' | ' | 59,870 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long term | 2,406,329 | ' | ' | ' | 142,189 | ' | ' | ' | ' | ' | 2,264,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt, Fair Value Disclosures Net | $2,507,175 | $40,976 | ($41,571) | ($100,234) | $142,189 | ($98,014) | ($54,286) | ($142,812) | $59,870 | ($49,421) | $2,264,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Promissory_Notes_a3
Convertible Promissory Notes and Debentures (Details 1) (USD $) | 31-May-14 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | 31-May-13 | 31-May-14 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 28, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | 31-May-13 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 31-May-14 | Dec. 12, 2013 | Oct. 09, 2013 | 31-May-13 | Dec. 12, 2013 | Oct. 09, 2013 | Dec. 12, 2013 | 31-May-14 | Apr. 16, 2014 | Feb. 21, 2014 | Nov. 15, 2013 | 31-May-13 | Apr. 16, 2014 | Feb. 21, 2014 | Nov. 15, 2013 | Apr. 16, 2014 | Feb. 21, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 30-May-14 | Apr. 23, 2014 | 30-May-14 | Apr. 23, 2014 | 30-May-14 | Apr. 23, 2014 | 31-May-14 | Dec. 17, 2013 | 31-May-13 | Dec. 17, 2013 | Dec. 17, 2013 |
Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Debentures with Series C Warrants [Member] | Convertible Debentures with Series C Warrants [Member] | Convertible Debentures with Series C Warrants [Member] | Convertible Debentures with Series C Warrants [Member] | Convertible Debentures with Series C Warrants [Member] | Convertible Debentures with Series C Warrants [Member] | Other Notes [Member] | Other Notes [Member] | Other Notes [Member] | Other Notes [Member] | Other Notes [Member] | |||||
Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value at commitment date [Member] | Fair value at commitment date [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value of promissory notes at May 31, 2014 [Member] | Fair value at commitment date [Member] | Fair value of promissory notes at May 31, 2014 [Member] | ||||||||||||||||||||||||||||||||||
Warrant [Member] | Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting allocation of initial proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $469,000 | ' | $305,000 | $395,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | $42,500 | $78,500 | ' | ' | ' | ' | ' | $40,000 | $40,000 | $65,000 | ' | ' | ' | ' | ' | ' | $469,000 | $305,000 | $395,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $50,000 | ' | ' | ' | ' | ' | $50,000 | ' | ' | ' |
Fair value of the convertible promissory note | 2,507,175 | ' | 2,573,057 | ' | ' | ' | ' | ' | ' | ' | ' | 204,435 | ' | ' | ' | 207,200 | ' | ' | ' | ' | ' | ' | 40,976 | -41,571 | -100,234 | 141,805 | ' | ' | ' | 142,189 | -98,014 | -54,286 | -142,812 | 295,111 | ' | ' | ' | ' | ' | -665,511 | -247,696 | -320,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -812,121 | -40,605 | ' | ' | ' | ' | 59,870 | -49,421 | 49,421 | ' | ' |
Derivative warrant liability fair value - Series A | ' | ' | ' | ' | 2,531,282 | 4,050,278 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -776,664 | -125,050 | -161,950 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -187,879 | -9,395 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing expense on issuance of derivative instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($929) | $21,734 | ' | ' | ' | ' | ' | $58,014 | $14,286 | $77,812 | ' | ' | ' | ' | ' | ' | $973,175 | $67,746 | $87,737 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($579) | ' | ' | ' |
Stock price | ' | $0.72 | $0.55 | $0.50 | $0.16 | $0.55 | $0.16 | $0.18 | $0.05 | $0.05 | ' | ' | ' | ' | ' | ' | $0.15 | $0.15 | $0.15 | $0.20 | $0.20 | $0.20 | ' | ' | ' | ' | $0.06 | $0.09 | $0.16 | ' | ' | ' | ' | ' | $0.14 | $0.05 | $0.07 | $0.16 | $0.16 | ' | ' | ' | $0.18 | $0.05 | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.16 | $0.16 | $0.16 | ' | ' | $0.16 | $0.15 | $0.16 | $0.16 | ' | ' | ' | $0.05 | $0.16 |
Current exercise price | ' | ' | ' | ' | $0.05 | $0.10 | $0.10 | $0.15 | $0.15 | $0.15 | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.04 | $0.07 | $0.09 | ' | ' | ' | ' | ' | $0.05 | $0.03 | $0.05 | $0.08 | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | $0.15 | $0.15 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | ' | ' | $0.15 | $0.15 | $0.15 | $0.15 | ' | ' | ' | $0.03 | $0.08 |
Time to expiration - days | ' | ' | ' | ' | ' | ' | ' | '1826 days | '1826 days | '1826 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '268 days | '266 days | '98 days | ' | ' | ' | ' | ' | '578 days | '632 days | '730 days | '533 days | '533 days | ' | ' | ' | ' | ' | ' | '1826 days | '1826 days | '1826 days | ' | ' | ' | '731 days | '731 days | '732 days | '671 days | '638 days | '610 days | ' | ' | '731 days | '731 days | '730 days | '693 days | ' | ' | ' | '270 days | '105 days |
Risk free interest rate | ' | ' | ' | ' | 1.54% | 1.48% | 1.54% | 1.30% | 0.32% | 0.32% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.08% | 0.11% | 0.06% | ' | ' | ' | ' | ' | 0.37% | 0.08% | 0.11% | 0.37% | 0.37% | ' | ' | ' | ' | ' | ' | 1.74% | 1.51% | 1.52% | ' | ' | ' | 0.32% | 0.32% | 0.32% | 0.37% | 0.37% | 0.37% | ' | ' | 0.37% | 0.37% | 0.37% | 0.37% | ' | ' | ' | 0.09% | 0.06% |
Estimated volatility | ' | ' | ' | ' | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | 150.00% | 150.00% | ' | ' | ' | ' | ' | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | ' | ' | ' | 150.00% | 150.00% | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | 150.00% | 150.00% | ' | ' | 150.00% | 150.00% | 150.00% | 150.00% | ' | ' | ' | 150.00% | 150.00% |
Dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market interest rate for the company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | 18.00% | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | 18.00% | 18.00% | 18.00% | ' | ' | ' | ' | ' |
Convertible_Promissory_Notes_a4
Convertible Promissory Notes and Debentures (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 43 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 13 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Apr. 23, 2014 | Jan. 09, 2014 | Jan. 07, 2014 | Jul. 10, 2013 | Feb. 27, 2014 | Jan. 29, 2014 | 31-May-11 | Feb. 28, 2014 | 31-May-14 | 30-May-14 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-13 | Dec. 17, 2013 | Dec. 12, 2013 | Oct. 09, 2013 | Mar. 28, 2014 | Feb. 28, 2013 | 30-May-14 | Apr. 23, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | Feb. 28, 2014 | 31-May-14 | Apr. 16, 2014 | Feb. 21, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 30-May-14 | Apr. 23, 2014 | |
Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Warrant [Member] | Warrant [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | ||||||||||||||
Series A Warrants [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of convertible promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | $42,500 | $78,500 | ' | $78,500 | ' | ' | $469,000 | $305,000 | $395,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on convertible promissory note | 6.00% | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | ' | ' | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 12.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | 24-Feb-14 | ' | ' | ' | ' | 31-May-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13-Sep-14 | 6-Sep-14 | 2-Jul-14 | ' | ' | 30-May-16 | 23-Apr-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-May-19 | 23-Apr-19 |
Interest rate on convertible promissory note for future if not paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24.00% | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note, term of conversion feature | ' | ' | ' | ' | ' | ' | ' | ' | 'On April 1, 2014 this note was amended and $100,000 of this note was retired and contributed to a subscription agreement for Units that included an unsecured 6% convertible debenture, $1,000 par value, convertible into shares of the Company's common stock and 1,000,000 issuable shares each under Series A and Series B warrants (Note 7). The loan remaining on April 1, 2014 of $236,000 had similar total interest charges as the original loan, but has a new maturity of July 10, 2014 and had a value of $220,159 on May 31, 2014. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The 8% Convertible Notes 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. | ' | ' | ' | ' | ' | ' | ' | 'After 180 days from issuance, the principal and any accrued interest are convertible into the Company's common stock at the lower of $0.10 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | $0.15 | $0.15 | $0.15 | $0.05 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Time to expiration - days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1826 days | '1826 days | '1826 days | ' | ' | '1704 days | '1461 days | '1762 days | ' | '1766 days | '1468 days | '1826 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.54% | 1.30% | 0.32% | 0.32% | 1.54% | 1.48% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current stock price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.72 | $0.55 | $0.50 | $0.16 | $0.18 | $0.05 | $0.05 | $0.16 | $0.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | $0.15 | $0.15 | $0.20 | $0.20 | $0.20 | $0.22 | $0.22 |
Stock price on the commitment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes, Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 50 | 469 | 305 | 395 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock to warrant holder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 6,666,667 | 333,333 |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funding total, cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,069,000 | 1,069,000 | 1,069,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Funding total, retirement obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes mature period | '24 months | '42 days | '3 months | '9 months | '24 months | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | $0.15 | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Banking Fees and Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt conversion | ' | ' | ' | ' | ' | ' | ' | ' | -51,954 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt conversion, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,605,794 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $142,189 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 12 Months Ended | 43 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||
31-May-14 | 31-May-13 | 31-May-14 | Nov. 15, 2013 | Dec. 08, 2010 | Mar. 28, 2013 | 19-May-14 | 16-May-14 | Apr. 28, 2014 | 9-May-14 | Jun. 24, 2013 | Mar. 11, 2013 | Mar. 28, 2013 | Feb. 28, 2014 | 31-May-11 | 31-May-14 | Apr. 28, 2014 | Mar. 14, 2013 | Dec. 08, 2010 | 9-May-14 | 31-May-14 | |
Intertainment Media Inc [Member] | Jmj Financial [Member] | Jmj Financial [Member] | Ortsbo [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] | 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 common shares on conversion of Series A Preferred shares | $735,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $735 | ' | ' | ' | ' | ' |
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 | ' | ' | 38,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750 | ' | ' |
Issuance of common stock par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' |
Issuance of common stock value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' |
Payment of shares 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 | ' | ' | ' | ' | ' | ' | 1,205,794 | 400,000 | ' | ' | 300,000 | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | 1,666,667 | 500,000 |
Common stock issued for consulting services | 215,711 | ' | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190 | ' | ' | ' | 133,333 | 75,000 |
Additional common stock issued for consulting services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,000 | ' | ' | ' | ' | ' |
Additional common stock issued for consulting services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' |
Common stock shares to be issued for consulting services | ' | ' | 325,044 | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares to be issued for consulting services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock issued for two consulting firms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,500 | ' | ' | ' | ' | ' | ' | ' |
Common Stock issued for two consulting firms, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Exchange of common stock shares | ' | ' | ' | ' | ' | 70,000,000 | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | 15,000,000 | 13,333,333 | ' | ' | ' | ' |
Exchange of common stock value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' |
Assets carrying value | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License Costs | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes principal amount | ' | ' | ' | $65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preferred stock converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,350,000 | ' | ' | ' | ' | ' |
Preferred_Stock_and_Warrants_D
Preferred Stock and Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | 43 Months Ended | |||
Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | 31-May-13 | 31-May-14 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Gross Proceeds | $165,000 | $370,000 | $401,000 | $165,000 | $771,000 | $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 | ' | ' | ' |
Stock price | $0.72 | $0.55 | $0.50 | ' | $0.55 | ' |
Current exercise price | $0.10 | $0.10 | $0.10 | ' | $0.10 | ' |
Risk free interest rate | 1.48% | 1.48% | 1.48% | ' | ' | ' |
Dividend | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Time to expiration - days | '365 days | '365 days | '365 days | ' | ' | ' |
Estimated volatility | 100.00% | 100.00% | 100.00% | ' | ' | ' |
Warrant [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Time to expiration - days | '1826 days | '1826 days | '1826 days | ' | ' | ' |
Estimated volatility | 150.00% | 150.00% | 150.00% | ' | ' | ' |
Preferred_Stock_and_Warrants_D1
Preferred Stock and Warrants (Details 1) (Preferred Stock [Member]) | 12 Months Ended | |||
31-May-14 | 31-May-13 | Feb. 28, 2014 | 31-May-11 | |
Preferred Stock [Member] | ' | ' | ' | ' |
Preferred Stock And Warrants [Line Items] | ' | ' | ' | ' |
Outstanding | 7,710,000 | ' | 9,360,000 | ' |
Warrants issued | ' | 4,010,000 | ' | ' |
Issued on May 31, 2013 | ' | 3,700,000 | ' | ' |
Exercised and expired | ' | ' | ' | ' |
Issued on June 7, 2013 | 1,650,000 | ' | ' | ' |
Conversion of preferred stock into common stock | -7,350,000 | ' | ' | ' |
Total | 2,010,000 | 7,710,000 | 9,360,000 | ' |
Preferred_Stock_and_Warrants_D2
Preferred Stock and Warrants (Details 2) (USD $) | Mar. 26, 2014 | Nov. 15, 2013 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | 31-May-13 | Feb. 28, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 30-May-14 | Apr. 23, 2014 |
Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | ||
Preferred Stock And Warrants [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, Beginning balance | ' | ' | 7,710,000 | ' | ' | 7,710,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued | ' | 120,000 | 1,650,000 | 3,700,000 | 4,010,000 | 30,700,000 | ' | ' | 4,690,000 | 3,050,000 | 3,950,000 | 4,690,000 | 3,050,000 | 3,950,000 | 6,666,667 | 333,333 |
Exercised and expired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued to Lender - Line of Credit | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, Ending balance | ' | ' | ' | 7,710,000 | ' | 47,860,000 | 7,710,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price | $0.10 | $0.10 | $0.05 | $0.05 | $0.10 | $0.10 | $0.05 | $0.10 | $0.10 | $0.10 | $0.10 | $0.20 | $0.20 | $0.20 | $0.22 | $0.22 |
Expiration | ' | 'November 15, 2018 | 'June 7, 2018 | 'May 31, 2018 | 'March 28, 2018 | 'April 7, 2019 | ' | ' | 'April 1, 2019 | 'February 27, 2019 | 'January 29, 2019 | 'April 1, 2019 | 'February 27, 2019 | 'January 29, 2019 | 'May 30, 2019 | 'April 23, 2019 |
Preferred_Stock_and_Warrants_D3
Preferred Stock and Warrants (Details 3) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Nov. 15, 2013 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 30-May-14 | Apr. 23, 2014 | |
Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | |
Preferred Stock And Warrants [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued | 120,000 | 1,650,000 | 3,700,000 | 4,010,000 | 30,700,000 | 4,690,000 | 3,050,000 | 3,950,000 | 6,666,667 | 333,333 |
Equity Value | $9,636 | ' | ' | $917,087 | $2,609,256 | ' | ' | ' | $187,574 | $9,395 |
Issued to Loan Agreement - Credit Line | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' |
Issued to Loan Agreement - Credit Line, Equity Value | ' | ' | ' | ' | $1,495,200 | ' | ' | ' | ' | ' |
Preferred_Stock_and_Warrants_D4
Preferred Stock and Warrants (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||||||||
Jun. 30, 2013 | Mar. 28, 2013 | 31-May-14 | 31-May-13 | 30-May-14 | Apr. 23, 2014 | Mar. 26, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Jun. 07, 2013 | Mar. 14, 2013 | Mar. 28, 2013 | 31-May-14 | 31-May-13 | Jun. 07, 2013 | Mar. 28, 2013 | Mar. 28, 2013 | 31-May-14 | Jun. 07, 2013 | 31-May-13 | 31-May-14 | Nov. 15, 2013 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | Feb. 28, 2014 | 31-May-14 | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 31-May-14 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 30-May-14 | Apr. 23, 2014 | |
Warrant | Bridge Loan [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Preferred Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | |||||||||||
Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Warrants | Warrants | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | ' | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 9,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of stock, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt conversion | ' | ' | ($51,954) | ' | ' | ' | ' | ' | ' | ' | ' | $201,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrant | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued to purchase of common stock, exercise price | ' | ' | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' |
Market price of common stock | ' | $0.50 | ' | $0.55 | ' | ' | ' | ' | ' | $0.72 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.55 | ' | ' | $0.16 | $0.55 | ' | ' | $0.18 | $0.05 | $0.05 | $0.16 | ' | ' | ' | ' | ' |
Sale of shares to accredited investors | 1,650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued on November 15, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Broker Commission Warrant | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants Exercise price | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | $0.05 | $0.05 | $0.10 | $0.10 | $0.10 | $0.05 | ' | ' | $0.10 | $0.10 | $0.10 | ' | $0.20 | $0.20 | $0.20 | $0.22 | $0.22 |
Weighted average remaining life of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 8 months 12 days | '4 years 10 months 24 days | '4 years 1 month 6 days | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, outstanding | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,690,000 | 3,050,000 | 3,950,000 | 11,690,000 | ' | ' | ' | ' | ' |
Warrant to purchase of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | 10,000 | ' | ' | ' |
Interest rate on convertible promissory note | ' | ' | ' | ' | 6.00% | 6.00% | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 936,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion into common stock, Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,350,000 | ' | ' | ' | ' | ' | ' | ' | 2,010,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion into common stock, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 735,000 | ' | ' | ' | ' | ' | ' | ' | 201,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants issued under subscription agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuable under warrants number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | 1,650,000 | 3,700,000 | 4,010,000 | ' | 30,700,000 | ' | ' | ' | 4,690,000 | 3,050,000 | 3,950,000 | ' | 4,690,000 | 3,050,000 | 3,950,000 | 6,666,667 | 333,333 |
Shares issuable under warrants value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,636 | ' | ' | $917,087 | ' | $2,609,256 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $187,574 | $9,395 |
Derivative_Preferred_Stock_and2
Derivative Preferred Stock and Warrant Liabilities (Details) (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
PreferredStock | PreferredStock | |
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 | ' |
Decrease in fair value of derivative liability, Value | -3,569,337 | ' |
Decrease in fair value of derivative liability, Units | ' | ' |
Conversion into common stock, Value | -735,000 | ' |
Conversion into common stock, Units | -7,350,000 | ' |
Transfer value of preferred stock to equity, Value | -201,000 | ' |
Transfer value of preferred stock to equity, Units | -2,010,000 | ' |
Ending balance, Value | ' | 3,479,862 |
Ending balance, No of units | ' | 7,710,000 |
Shares Issuable Under Warrants | ' | ' |
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 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 | ' |
Series A warrants issued on January 29, 2014, Value | 161,950 | ' |
Series A warrants issued on January 29, 2014,Units | 3,950,000 | ' |
Series A warrants issued on February 27, 2014, Value | 125,050 | ' |
Series A warrants issued on February 27, 2014, Units | 3,050,000 | ' |
Series A warrants issued on April 1, 2014, Value | 776,664 | ' |
Series A warrants issued on April 1, 2014, Units | 4,690,000 | ' |
Warrants reclassified to equity (warrants issued March 28, 2013), Value | -917,087 | ' |
Warrants reclassified to equity (warrants issued March 28, 2013), Units | -4,010,000 | ' |
Warrants exercised or expired, Value | ' | ' |
Warrants exercised or expired, Units | ' | ' |
Decrease in fair value of derivative liability, Value | -2,822,124 | ' |
Decrease in fair value of derivative liability, Units | ' | ' |
Ending balance, Value | $2,531,282 | $4,050,278 |
Ending balance, No of units | 17,160,000 | 7,710,000 |
Derivative_Preferred_Stock_and3
Derivative Preferred Stock and Warrant Liabilities (Details 1) (USD $) | Mar. 26, 2014 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-14 | 31-May-13 | Nov. 15, 2013 | 31-May-14 | 31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 | 31-May-14 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | 31-May-14 | 31-May-14 |
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] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | |||||
Maximum [Member] | Minimum [Member] | May 31, 2014 and November 15, 2013 [Member] | May 31, 2014 and November 15, 2013 [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | ||||||||||||
Warrants - Series A (issuable under warrant) | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,690,000 | 4,690,000 | 3,050,000 | 3,950,000 | ' | ' |
Current stock price | ' | $0.72 | $0.55 | $0.50 | $0.55 | ' | ' | $0.16 | $0.55 | $0.08 | $0.16 | ' | ' | ' | ' | $0.16 | $0.18 | $0.05 | $0.05 | ' | ' |
Current exercise price | ' | ' | ' | ' | $0.10 | ' | ' | $0.05 | $0.10 | $0.10 | $0.10 | ' | ' | ' | ' | $0.10 | $0.15 | $0.15 | $0.15 | ' | ' |
Time to expiration - days | ' | ' | ' | ' | ' | '365 days | '301 days | ' | ' | '1826 days | '1629 days | '1468 days | '1826 days | '1461 days | '1762 days | ' | '1826 days | '1826 days | '1826 days | '1766 days | '1704 days |
Risk free interest rate | ' | ' | ' | ' | 1.48% | ' | ' | 1.54% | 1.48% | 1.37% | 1.54% | ' | ' | ' | ' | 1.54% | 1.30% | 0.32% | 0.32% | ' | ' |
Estimated volatility | ' | ' | ' | ' | 100.00% | ' | ' | 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 $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||
31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 | 31-May-12 | Nov. 15, 2013 | 31-May-14 | 31-May-13 | Jan. 29, 2014 | |
Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Series A Warrants [Member] | |||
Stated exercise price | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | $0.15 |
Recognized gain | ' | ' | $3,569,337 | ' | ' | ' | $2,822,124 | $195,287 | ' |
Transfer value of preferred stock to equity, Value | ' | ' | -201,000 | ' | ' | ' | ' | ' | ' |
Transfer value of preferred stock to equity, Shares | ' | ' | -2,010,000 | ' | ' | ' | ' | ' | ' |
Derivative warrant liability fair value - Series A | ' | ' | ' | $3,479,862 | ' | ' | $2,531,282 | $4,050,278 | ' |
Warrants issued | ' | ' | ' | 4,010,000 | ' | 120,000 | ' | ' | ' |
Employee_Benefit_and_Incentive1
Employee Benefit and Incentive Plans (Details) | 1 Months Ended |
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 $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Schedule of components of income tax expense (benefit) | ' | ' |
Current | ' | ' |
Deferred | 1,477,825 | 217,336 |
Change in valuation allowance | -1,477,825 | -217,336 |
Provision for income taxes | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Schedule of effective income tax rate reconciliation | ' | ' |
Income tax at statutory rate | 35.00% | 35.00% |
Permanent difference | 21.00% | -32.00% |
Change in valuation allowance | -56.00% | -3.00% |
Total | 0.00% | 0.00% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 31-May-14 | 31-May-13 |
In Thousands, unless otherwise specified | ||
Schedule of deferred tax assets | ' | ' |
Net operating losses | $1,713,860 | $236,035 |
Less: valuation allowance | -1,713,860 | -236,035 |
Net deferred tax asset | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
31-May-14 | 31-May-13 | |
Income Taxes (Textual) | ' | ' |
Income tax at statutory rate | 35.00% | 35.00% |
Net operating loss carry-forward | $4,896,744 | $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 | 7 Months Ended | 12 Months Ended | 43 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||
Jan. 09, 2014 | Mar. 28, 2013 | Feb. 28, 2013 | Apr. 30, 2012 | 31-May-11 | 31-May-14 | 31-May-13 | 31-May-12 | 31-May-14 | Apr. 25, 2012 | Dec. 08, 2010 | Feb. 28, 2014 | Jun. 24, 2013 | 31-May-14 | 9-May-14 | Apr. 28, 2014 | 31-May-11 | Mar. 28, 2013 | 9-May-14 | 31-May-14 | Apr. 28, 2014 | |
Computer Equipment [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Intertainment Media Inc [Member] | Intertainment Media Inc [Member] | Intertainment Media Inc [Member] | Ortsbo [Member] | ||||||||||||
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 | 24-Feb-14 | ' | ' | ' | 31-May-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lending period of debt from officer and director | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advances from related party | ' | ' | ' | ' | ' | ' | 4,686 | ' | 11,045 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transactions in assumed liablities | ' | ' | ' | ' | ' | ' | 5,771 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value tansferred to shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 536 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange of common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 15,000,000 | 13,333,333 | ' | 70,000,000 | ' | ' | ' |
Assets carrying value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
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 for consulting services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 1,900,000 | ' | ' | ' | ' | 1,666,667 | 500,000 | ' |
Common stock issued for consulting services | ' | ' | ' | ' | ' | 215,711 | ' | ' | 42,000 | ' | ' | ' | ' | 190 | ' | ' | ' | ' | 133,333 | 75,000 | ' |
Related party fees incurred, paid and accured | ' | ' | ' | ' | ' | 1,668,930 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party cost accrued | ' | ' | ' | ' | ' | 145,316 | ' | ' | 145,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount due from Intertainment Media, Inc. | ' | ' | ' | ' | ' | $75,000 | ' | ' | $75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) | 0 Months Ended | 1 Months Ended | 7 Months Ended | 12 Months Ended | 43 Months Ended | 0 Months Ended | 13 Months Ended | 0 Months Ended | 1 Months Ended | 13 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||
Jan. 09, 2014 | Mar. 26, 2014 | 31-May-11 | 31-May-14 | 31-May-13 | 31-May-14 | Jan. 07, 2014 | Dec. 17, 2013 | Dec. 12, 2013 | Oct. 09, 2013 | Mar. 28, 2014 | Aug. 25, 2014 | Aug. 08, 2014 | Aug. 04, 2014 | Jul. 17, 2014 | Jun. 12, 2014 | Jun. 12, 2014 | Jun. 02, 2014 | Jul. 23, 2014 | Jul. 23, 2014 | Mar. 31, 2014 | Mar. 28, 2014 | Aug. 04, 2014 | Jul. 17, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 13, 2014 | Jun. 10, 2014 | Mar. 28, 2014 | Jun. 13, 2014 | Aug. 08, 2014 | Aug. 08, 2014 | |
USD ($) | USD ($) | USD ($) | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | USD ($) | CAD | CAD | Issue One [Member] | Issue Two [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note [Member] | 8% Convertible Note One [Member] | Accredited Investors [Member] | Accredited Investors One [Member] | ||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||
Subsequent Events (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | $142,056 | 152,000 | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | $38,000 | $59,051 | ' | $38,000 | ' | ' |
Prepayment fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,500 | ' | ' | ' | ' | 25,000 | 42,500 | ' | 25,000 | ' | ' |
Number of units issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 469 | ' | ' | ' | 125 | 125 | ' | ' | ' | ' | 250 | ' |
Number of units issued, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 469,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' |
Cash proceeds from issuance of units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 125,000 |
Principal amount paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,000 | ' | ' | ' |
Proceeds from short term loans | ' | ' | ' | 3,695,092 | ' | 3,695,092 | ' | ' | ' | ' | ' | 250,000 | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Borrowings | ' | ' | ' | 2,535,000 | ' | 2,535,000 | ' | ' | ' | ' | ' | ' | ' | ' | 100,915 | ' | ' | ' | 50,234 | 53,750 | ' | ' | 100,000 | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Description of units under subscription agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The Company authorized and issued two separate issues of 125 Units on June 27, 2014. This total authorized and issuance of 250 Units, at a value of $250,000, was to two independent accredited investors in exchange for $150,000 in cash and release of $100,000 in the loan originated on January 7, 2014 as described in Note 7. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debentures, $1,000 par value convertible into shares of the Company’s common stock that mature on June 27, 2016; and (ii) a warrant entitling the holder thereof to purchase 1,666,667 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on June 27, 2019.In addition, the Company received $125,000 from various subscribers comprising 125 units with the same definition above during August 2014. The Series C warrants at a purchase price of $0.22 per share in connection with these subscriptions totaled 833,333. | ||||||||||||||||||||||||||||||||
Interest expense on borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,500 | ' | ' | ' | ' | $5,841 | 6,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | 24-Feb-14 | ' | 31-May-11 | ' | ' | ' | ' | 13-Sep-14 | 6-Sep-14 | 2-Jul-14 | ' | ' | ' | ' | 31-Dec-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Arrangement fee interest rate | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate percent | 12.00% | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |