Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Feb. 28, 2015 | Apr. 13, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | YAPPN CORP. | |
Entity Central Index Key | 1511735 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -26 | |
Document Type | 10-Q | |
Document Period End Date | 28-Feb-15 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 132,688,139 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited)(USD ($)) | Feb. 28, 2015 | 31-May-14 |
Current assets: | ||
Cash | $10,131 | $988,692 |
Accounts receivable | 601,821 | |
Prepaid expenses | 26,320 | 3,310 |
Total current assets | 638,272 | 992,002 |
Equipment, net | 1,298 | |
Total Assets | 639,570 | 992,002 |
Current liabilities: | ||
Accounts payable | 519,790 | 444,041 |
Accrued expenses | 411,977 | 141,176 |
Accrued development and related expenses - related party | 260,843 | 145,316 |
Short term loans | 250,116 | 477,311 |
Line of credit | 2,275,000 | 800,000 |
Convertible promissory notes and debentures | 1,137,378 | 100,846 |
Total current liabilities | 4,855,104 | 2,108,690 |
Other liabilities: | ||
Derivative warrant liability | 280,462 | 2,531,282 |
Convertible promissory notes and debentures | 1,178,377 | 2,406,329 |
Total Liabilities | 6,313,943 | 7,046,301 |
Stockholders' Deficit | ||
Preferred stock, par value $.0001 per share, 50,000,000 shares authorized: Series 'A' Convertible, 10,000,000 shares authorized; nil and 2,010,000 shares issued and outstanding | 201 | |
Common stock, par value $.0001 per share, 400,000,000 shares authorized; 132,688,139 and 125,855,794, issued and outstanding, respectively | 13,269 | 12,586 |
Common stock, par value $.0001 per share, 993,444 and -0- shares subscribed not issued, respectively | 124,567 | |
Additional paid-in capital | 7,306,393 | 4,071,022 |
Deficit | -13,118,602 | -10,138,108 |
Total Stockholders' Deficit | -5,674,373 | -6,054,299 |
Total Liabilities And Stockholders' Deficit | $639,570 | $992,002 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Feb. 28, 2015 | 31-May-14 |
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 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 132,688,139 | 125,855,794 |
Common stock, shares outstanding | 132,688,139 | 125,855,794 |
Common stock, par value of shares subscribed not issued | $0.00 | $0.00 |
Common Stock, shares subscribed not issued | 993,444 | 0 |
Series A Convertible preferred stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,010,000 | |
Preferred stock, shares outstanding | 2,010,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $528,846 | $5,875 | $606,821 | $37,135 |
Cost of revenue | 140,183 | 4,870 | 140,389 | 14,854 |
Gross profit | 388,663 | 1,005 | 466,432 | 22,281 |
Operating expenses: | ||||
Marketing | 104,383 | 184,027 | 996,107 | 474,459 |
Research and development expenses | 100,759 | 338,048 | 597,490 | 1,006,984 |
General and administrative expenses | 300,435 | 195,666 | 1,020,468 | 660,409 |
Professional fees | 74,282 | 64,977 | 173,520 | 256,847 |
Consulting | 199,064 | 239,270 | 524,059 | 659,383 |
Depreciation | 57 | 176 | ||
Stock based compensation | 70,378 | 679,179 | ||
Total operating expenses | 849,358 | 1,021,988 | 3,990,999 | 3,058,082 |
Loss from operations | -460,695 | -1,020,983 | -3,524,567 | -3,035,801 |
Other (income) expense: | ||||
Interest expense | 105,007 | 25,938 | 253,973 | 54,033 |
Financing expense on issuance of convertible notes and common stock | 362,069 | 121,454 | 942,574 | 2,164,530 |
Change in fair value of derivative liabilities and convertible notes | 485,051 | -1,368,583 | -1,647,824 | -9,395,021 |
Miscellaneous income | -57,224 | -80,291 | -92,796 | -81,469 |
Total other (income) expense | 894,903 | -1,301,482 | -544,073 | -7,257,927 |
Net (loss) income before taxes | -1,355,598 | 280,499 | -2,980,494 | 4,222,126 |
Provision for income taxes | ||||
Net (loss) income and comprehensive (loss) income | ($1,355,598) | $280,499 | ($2,980,494) | $4,222,126 |
Net (loss) income per weighted-average shares of common stock - basic | ($0.01) | $0 | ($0.02) | $0.04 |
Net (loss) income per weighted-average shares of common stock - diluted | ($0.01) | $0 | ($0.02) | $0.04 |
Weighted-average number of shares of common stock issued and outstanding - basic | 131,058,806 | 100,300,000 | 128,258,862 | 100,274,725 |
Weighted-average number of shares of common stock issued and outstanding - diluted | 131,058,806 | 120,450,604 | 128,258,862 | 114,709,493 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | Total | Common Stock | Common Stock Subscribed | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at May. 31, 2013 | ($7,421,638) | $10,000 | $64,997 | ($7,496,635) | ||
Balance, Shares at May. 31, 2013 | 100,000,000 | 7,710,000 | ||||
Stock issued for consulting services | 215,711 | 190 | 215,521 | |||
Stock issued 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 stock for licensing rights | 133,333 | 167 | 133,166 | |||
Issuance of common stock for licensing rights, shares | 1,666,667 | |||||
Issuance of common stock for technology | 0 | 1,333 | -1,333 | |||
Issuance of common stock 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 stock on conversion of Series A Preferred stock | 735,000 | 735 | 734,265 | |||
Issuance of common stock on conversion of Series A Preferred stock, 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 loss (income) | -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 | ||||
Reclassification of warrant liabilities to equity | 1,616,121 | 1,616,121 | ||||
Stock options issued | 679,179 | 679,179 | ||||
Stock to be issued under prior obligations | 124,567 | 124,567 | ||||
Stock to be issued under prior obligations, shares | 993,444 | |||||
Beneficial conversion feature | 622,636 | 622,636 | ||||
Stock issued for consulting services | 175,000 | 175 | 174,825 | |||
Stock issued for consulting services, shares | 1,750,000 | |||||
Issuance of warrants classified as equity | 37,100 | 37,100 | ||||
Issuance of common stock on conversion of Series A Preferred stock | 201 | -201 | ||||
Issuance of common stock on conversion of Series A Preferred stock, shares | 2,010,000 | -2,010,000 | ||||
Issuance of common shares on conversion of convertible debt | 105,817 | 307 | 105,510 | |||
Issuance of common shares on conversion of convertible debt, shares | 3,072,345 | |||||
Net loss (income) | -2,980,494 | -2,980,494 | ||||
Ending Balance at Feb. 28, 2015 | ($5,674,373) | $13,269 | $124,567 | $7,306,393 | ($13,118,602) | |
Ending Balance, Shares at Feb. 28, 2015 | 132,688,139 | 993,444 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) (USD $) | 12 Months Ended |
31-May-14 | |
Issuance of series A convertible preferred stock, per share | $0.00 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Cash Flows From Operating Activities: | ||
Net (loss) income and comprehensive (loss) income | ($2,980,494) | $4,222,126 |
Adjustments to reconcile net (loss) income to cash used in operating activities: | ||
Depreciation | 176 | |
Stock based compensation | 679,179 | |
Change in fair value of derivative liabilities and convertible notes | -1,647,824 | -9,395,021 |
Financing expense on issuance of convertible notes, and common stock | 942,574 | 2,125,655 |
Stock issuance for consulting services and licensing rights | 175,000 | 367,044 |
Imputed interest expense on loan | 25,132 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -601,821 | -6,254 |
Prepaid development and related expenses - related party | 80,518 | |
Prepaid expenses | -23,010 | 8,395 |
Accounts payable and accrued liabilities | 346,550 | 327,072 |
Accrued development and related expense - related party | 115,527 | 172,520 |
Net Cash Used in Operating Activities | -2,994,143 | -2,072,813 |
Cash Flows From Investing Activities: | ||
Capital expenditures | -1,593 | |
Net Cash Used in Investing Activities | -1,593 | |
Cash Flows From Financing Activities: | ||
Proceeds from convertible notes and debentures | 840,339 | 1,889,901 |
Proceeds from line of credit, net | 1,475,000 | |
Repayments of short term loans | -358,678 | |
Proceeds from short term loans | 264,607 | |
Repayment of convertible notes and debentures | -204,093 | |
Proceeds from the issuance of preferred stock and warrants | 165,000 | |
Net Cash Provided by Financing Activities | 2,017,175 | 2,054,901 |
Net (decrease) in cash | -978,561 | -17,912 |
Cash, beginning of period | 988,692 | 217,037 |
Cash, end of period | 10,131 | 199,125 |
Non Cash Investing and Financing Activities Information: | ||
Reclassification of derivative liabilities to additional paid in capital | 1,653,222 | |
Common stock issuances for consulting services | 175,000 | 42,000 |
Common stock to be issued for consulting and other obligations | 124,567 | 325,044 |
Common stock issuance from conversions of convertible debt | 105,817 | |
Conversion of short term loans | 100,000 | |
Cash paid for interest during the nine month period | $127,626 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2015 | |
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 United States 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 shares of common stock of the Company. As a result of this exchange, Intertainment Media Inc. acquired, at that time, a 70 percent ownership of the Company. The accompanying condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. | |
Unaudited Interim Condensed Consolidated Financial Statements | |
The interim condensed consolidated financial statements (“interim financial statements”) of the Company as of February 28, 2015, and for the three and nine month periods ended February 28, 2015 and 2014, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of February 28, 2015, and the results of its operations and its cash flows for the three and nine month periods ended February 28, 2015 and February 28, 2014. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2015. The accompanying interim financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2014 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. | |
Principles of Consolidation | |
The interim 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. | |
Cash and Cash Equivalents | |
For purposes of reporting within the interim condensed consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. | |
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 $104,383 and $184,027 for the three months ended February 28, 2015 and February 28, 2014, respectively and totaled $996,107 and $474,459 for the nine months ended February 28, 2015 and February 28, 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 February 28, 2015, the Company had outstanding five year warrants to purchase an additional 55,026,666 shares of common stock (note 8) at a per share exercise price ranging from $0.054 to $0.22, 5,436,667 stock options (note 10) that have vested with an exercise price of $0.10, and convertible notes and debentures that are convertible into 21,856,666 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 $0.10 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 condensed consolidated statements of operations and comprehensive income (loss). There have been no penalties or interest related to unrecognized tax benefits reflected in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended February 28, 2015 and February 28, 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 8 and 9) and the convertible promissory notes and debentures (Note 6) are classified as Level 2 financial liabilities. | |
As of February 28, 2015 and May 31, 2014, the carrying value of accounts receivable, 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 Warrants | |
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 were no longer treated as a liability, but as an equity instrument. | |
In the event the Company has exceeded its authorized number of common stock issuable on a diluted basis, the Company applies the earliest issuance date sequencing approach to determine which derivatives recorded in additional paid in capital, require reclassification to financial liabilities. Under the earliest issuance date sequencing approach, the financial instruments recorded in equity that have stock issuable in commons stock (excluding stock options) earlier than the date of the breach of the authorized stock limit continue to be classified as a component of additional paid in capital. All derivatives that are issuable into common stock (other than stock options) issued subsequent to the breach of the authorized stock limit on a diluted basis, are recorded as financial liabilities. Upon a rectification of the breach of the authorized stock limit, those instruments that would otherwise be recorded as component of additional paid in capital, will be reclassified to additional paid in capital at the time of the rectification. | |
When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the condensed consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the condensed consolidated statements of operations and comprehensive loss. | |
Hybrid Financial Instruments | |
The Company elected to apply the fair value option to account for its hybrid financial 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 and Debentures | |
The Company has issued convertible promissory notes and debentures 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 condensed 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 condensed consolidated statements of operations and comprehensive loss. | |
Estimates | |
The interim financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements. | |
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 early adoption is permitted. The Company has adopted ASU 2014-10 for its financial statements for the year ended May 31, 2015 beginning with the quarter ended August 31, 2014. | |
On August 27, 2014 the FASB issued a new financial accounting standard on going concern, Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard. | |
In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivatives feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years and interim period beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity. |
Going_Concern
Going Concern | 9 Months Ended |
Feb. 28, 2015 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern |
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has incurred a deficit of $13,118,602 through February 28, 2015. | |
As of February 28, 2015, the Company had a working capital deficit of $4,216,832. During the nine months ended February 28, 2015, net cash used in operating activities was $2,994,143. The Company expects to have similar cash needs for the next three months. 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 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 nine months ended February 28, 2015, the Company raised $2,017,175 through various financial instruments net of repayments. | |
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 | 9 Months Ended |
Feb. 28, 2015 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 3. Concentration of Credit Risk |
All of the Company’s revenues are attributed to a small number of customers. |
Short_Term_Loans
Short Term Loans | 9 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Short Term Loans[Abstract] | |||||||||||||||||
Short Term Loans | 4. Short Term Loans | ||||||||||||||||
On April 1, 2014, the Company entered into a short term loan for $219,480 (Canadian $240,000) with a private investor. The Company previously converted a portion of a previous loan from this lender (Canadian $350,000), from a prior fiscal year, into a convertible debenture. The loan had a maturity of July 10, 2014 with an interest rate of 1% per month. The Company repaid $46,025 (Canadian $50,000) of this loan on June 13, 2014 leaving $175,330 ($190,000 Canadian) outstanding. As at February 28, 2015, the loan had a value of $151,740. | |||||||||||||||||
On January 7, 2014, the Company borrowed $253,200 (Canadian $280,000) from a private investor. 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. On June 12, 2014, the Company repaid $142,056 (Canadian $152,000) against the loan and on June 27, 2014 $90,777 (Canadian $100,000) 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 1,666,667 issuable shares of common stock (Series C warrants) at a purchase price of $0.22 per share (Note 6). As at February 28, 2015 an amount of $22,395 ($28,000 Canadian) remains outstanding. | |||||||||||||||||
On January 9, 2014, the Company borrowed $271,200 (Canadian $300,000) from a private investor. 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. | |||||||||||||||||
On July 17, 2014 the Company borrowed $100,915 (Canadian $110,000) from a private investor 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. During the nine month period $ 77,145 (Canadian $90,000) was repaid on this note. As of February 28, 2015, the value of the loan was $15,996 (Canadian $20,000). | |||||||||||||||||
On July 23, 2014, the Company borrowed $50,234 (Canadian $53,750) from a private investor in the form of a bridge loan with combined loan and interest fees of $5,841 (Canadian $6,250). This loan and the fees were repaid in full on August 5, 2014. | |||||||||||||||||
On August 4, 2014, the Company borrowed $93,458 (Canadian $100,000) in the form of a bridge loan from a private investor, with combined origination fees and interest of $3,210 (Canadian $3,500), due on August 14, 2014. The Company repaid $22,768 (Canadian $25,000) of this loan on August 25, 2014. As of February 28, 2015, the value of the remaining balance of the loan was $59,985 (Canadian $75,000). | |||||||||||||||||
During August 2014, the Company received a total of $125,000 from intended subscribers for convertible debentures, which closed on September 2, 2014. The Company treated these as short term loans where interest is accrued at 6% (same rate as the convertible debenture) for each lender from the date of the loan to the date of the subscription for the convertible debenture. | |||||||||||||||||
On January 23, 2015, the Company borrowed $16,098 ($20,000 Canadian) in the form of a bridge loan from a private investor with a financing fee of $1,610 ($2,000 Canadian). This loan was paid back on January 26, 2015. | |||||||||||||||||
The following is a summary of Short Term Loans: | |||||||||||||||||
Principal amounts | Twelve Month Term Loan | Three Month Term Loan | Other Loans | Total | |||||||||||||
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 | |||||||||||||
Borrowing on July 17, 2014 | - | - | 100,915 | 100,915 | |||||||||||||
Borrowing on July 23, 2014 | - | - | 50,234 | 50,234 | |||||||||||||
Borrowing on August 4, 2014 | - | - | 93,458 | 93,458 | |||||||||||||
Borrowings in August 2014 (multiple dates) | - | - | 125,000 | 125,000 | |||||||||||||
Borrowing on January 23, 2015 | 16,098 | 16,098 | |||||||||||||||
Total | - | - | 385,705 | 385,705 | |||||||||||||
Fair value adjustments | (22,394 | ) | (1,474 | ) | (51,919 | ) | (75,787 | ) | |||||||||
Repayments | (46,025 | ) | (142,506 | ) | (132,805 | ) | (321,336 | ) | |||||||||
Conversions | - | (90,777 | ) | (125,000 | ) | (215,777 | ) | ||||||||||
Fair value at February 28, 2015 | $ | 151,740 | $ | 22,395 | $ | 75,981 | $ | 250,116 | |||||||||
Line_of_Credit_Loan_Agreement_
Line of Credit - Loan Agreement and Promissory Note | 9 Months Ended |
Feb. 28, 2015 | |
Line of Credit - Loan Agreement and Promissory Note [Abstract] | |
Line of Credit - Loan Agreement and Promissory Note | 5. 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 8,000,000 warrants are vested. The Company’s common stock 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. | |
During the year ended May 31, 2014, the Company borrowed $800,000 from the lender without any repayments and the 8,000,000 warrants issued to the lender on April 7, 2014 became fully vested. The warrants were valued at $1,495,200 and were reflected as a financing expense and reported on the Company’s condensed consolidated statements of operations and comprehensive loss below operating income as an “other expense” for the year ended May 31, 2014. | |
From June 1, 2014 to February 28, 2015, the Company drew $1,900,155 against the line of credit and repaid $425,155 resulting in a net additional amount of $1,475,000 and an outstanding obligation of $2,275,000 at February 28, 2014. |
Convertible_Promissory_Notes_a
Convertible Promissory Notes and Debentures | 9 Months Ended | ||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||
Short Term Loans[Abstract] | |||||||||||||||||||||
Convertible Promissory Notes and Debentures | 6. 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 shares 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 February 28, 2015, May 31, 2014, and the commitment date. | |||||||||||||||||||||
The following is a summary of the convertible promissory notes and debentures as of February 28, 2015: | |||||||||||||||||||||
Principal amounts: | JMJ | Convertible Debentures | Other | Total | |||||||||||||||||
Financial | 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 | |||||||||||||||||
Conversions | (65,000 | ) | - | - | (65,000 | ) | |||||||||||||||
Repayments | - | - | (78,500 | ) | (78,500 | ) | |||||||||||||||
Total Borrowings at May 31, 2014 | 80,000 | 2,219,000 | 92,500 | 2,391,500 | |||||||||||||||||
Borrowing on June 27, 2014 | - | 250,000 | - | 250,000 | |||||||||||||||||
Borrowing on September 2, 2014 | - | 125,000 | - | 125,000 | |||||||||||||||||
Borrowing on September 3, 2014 | 50,000 | - | - | 50,000 | |||||||||||||||||
Borrowing on October 6, 2014 | - | 50,000 | - | 50,000 | |||||||||||||||||
Borrowing on October 22, 2014 | 40,000 | - | - | 40,000 | |||||||||||||||||
Borrowing on October 27, 2014 | - | 50,000 | - | 50,000 | |||||||||||||||||
Borrowing on December 24, 2014 | - | - | 75,000 | 75,000 | |||||||||||||||||
Borrowing on December 24, 2014 | - | - | 100,000 | 100,000 | |||||||||||||||||
Borrowing on December 29, 2014 | - | - | 50,000 | 50,000 | |||||||||||||||||
Borrowing on February 4, 2015 | - | - | 115,000 | 115,000 | |||||||||||||||||
Borrowing on February 9, 2015 | - | - | 90,750 | 90,750 | |||||||||||||||||
Conversions | (80,000 | ) | - | - | (80,000 | ) | |||||||||||||||
Repayments | (90,000 | ) | - | (92,500 | ) | (182,500 | ) | ||||||||||||||
Total Borrowings at February 28, 2015 | $ | - | $ | 2,694,000 | $ | 430,750 | $ | 3,124,750 | |||||||||||||
Convertible notes and debt at fair value at commitment date | $ | 295,111 | $ | 2,086,720 | $ | 191,226 | $ | 2,573,057 | |||||||||||||
Change in fair value | (100,968 | ) | 177,420 | (25,777 | ) | 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 | 142,189 | 2,264,140 | 100,846 | 2,507,175 | |||||||||||||||||
Convertible notes and debt at fair value at the commitment date | 137,071 | 436,887 | 656,507 | 1,230,465 | |||||||||||||||||
Change in fair value (from May 31 or Fiscal 2015 commitment date) | (70,223 | ) | (890,751 | ) | -116,823 | -1,077,797 | |||||||||||||||
Repayments (cash) | (103,220 | ) | - | (135,051 | ) | (238,271 | ) | ||||||||||||||
Conversions to common stock | (105,817 | ) | - | - | (105,817 | ) | |||||||||||||||
Convertible notes and debt at fair value at | $ | - | $ | 1,810,276 | $ | 505,479 | $ | 2,315,755 | |||||||||||||
28-Feb-15 | |||||||||||||||||||||
Balance at May 31, 2014 | |||||||||||||||||||||
Current | $ | - | $ | - | $ | 100,846 | $ | 100,846 | |||||||||||||
Long term | 142,189 | 2,264,140 | - | 2,406,329 | |||||||||||||||||
$ | 142,189 | $ | 2,264,140 | $ | 100,846 | $ | 2,507,175 | ||||||||||||||
Balance at February 28, 2015 | |||||||||||||||||||||
Current | $ | - | $ | 631,899 | $ | 505,479 | $ | 1,137,378 | |||||||||||||
Long term | - | 1,178,377 | - | 1,178,377 | |||||||||||||||||
$ | - | $ | 1,810,276 | $ | 505,479 | $ | 2,315,755 | ||||||||||||||
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 Convertible Note may be converted into shares of common stock of the Company at any time beginning on the 180th day of the date from issuance. The conversion price is 61% of the average of the lowest three closing bid prices of the Company’s shares of common stock for the ten trading days immediately prior to the conversion date. The 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 Convertible Note may be converted into shares of common stock of the Company at any time beginning on the 180th day of the date from issuance. The conversion price is 61% of the average of the lowest three closing bid prices of the Company’s shares of common stock for the ten trading days immediately prior to the conversion date. The 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. 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 Convertible Note. | |||||||||||||||||||||
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 7). On September 3, 2014 the Company borrowed an additional $50,000 against the Note and on October 22, 2014 the Company borrowed an additional $40,000 against the Note. During September of 2014, JMJ Financial elected to convert $40,000 in principal, original issue discount, due diligence fees and interest accrued in exchange for 1,111,704 common shares (Note 7). During the same quarter of 2014, JMJ Financial elected to convert an additional $40,000 in principal, original issue discount, due diligence fees and interest accrued in exchange for 1,960,641 common shares (Note 7). On December 12, 2014 the Company repaid $50,000 plus original issue discount from the September 3, 2014 borrowings. On January 23, 2015 the Company repaid $40,000 plus original issue discount from the October 27, 2014 borrowing. On February 10, 2015 the note and associated share reserve was cancelled. | |||||||||||||||||||||
JSJ Investment Inc. | |||||||||||||||||||||
On December 24, 2014, the Company sold a Convertible Note in the principal amount of $100,000 to JSJ Investments Inc. The Convertible Note matures on June 23, 2015 and has an interest rate of 15% per annum payable at maturity. The note may be converted into shares common stock of the Company on or after the maturity date at a conversion price of 50% of the lowest 15 days prior to conversion or 10 cents. Early payback penalties are 140% from 120-150 days and 150% up to the maturity date of the note. | |||||||||||||||||||||
LG Capital Funding, LLC | |||||||||||||||||||||
On December 24, 2014, the Company sold a Convertible Note in the principal amount of $75,000. The Convertible Note matures on December 24, 2015 and has an interest rate of 8% per annum. The note may be converted into shares of 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 of 2 lowest closing bid prices from the 10 days prior to conversion. Early payback penalties are 150% and payback is eligible up to 180 days from the inception of the note. | |||||||||||||||||||||
Vista Capital Investments, LLC | |||||||||||||||||||||
On December 29, 2014, the Company sold a Convertible Note in the principal amount of $110,000, 10% original issuance discount and advanced $50,000 on closing. The Convertible Note matures on December 29, 2015 and has a one time interest charge of 12%. The note may be converted into shares of common stock of the Company at any time beginning on the 180th day of the date of the note at a conversion price of 60% of the lowest trading price from the 25 days prior to conversion or 10 cents. Early payback penalties are 125% up to 90 days and 145% after 90 days. | |||||||||||||||||||||
Typenex Co-Investments, LLC | |||||||||||||||||||||
On February 4, 2015, the Company sold a Convertible Note in the principal amount of $115,000, 10% original issuance discount. The Convertible Note matures on January 4, 2016 and has an interest rate of 10% per annum. The note may be converted into common stock at an exercise price of 10 cents per share six months after the sale of the Note. The Company can repay the Note within the first six months at a penalty of 125% of principal amount. After 6 months, repayments can be made on an installment basis, either in cash (plus OID), or in shares of common stock, and if paid in shares of common stock it is at a discount to market which is 70% of market price with a look back. The installments must be made on a monthly schedule if the lender does not convert at their option at the exercise price of 10 cent per share price. Included in this financing was 700,000 fixed price warrants at an exercise price of 10 cents per share with no price protection. The warrants were recorded at a value of $37,100 in additional paid-in capital (Note 8). | |||||||||||||||||||||
Iconic Holdings, LLC | |||||||||||||||||||||
On February 9, 2015, the Company sold a Convertible Note in the face value of $220,000, 10% original issuance discount and advanced $90,750 on closing. The Convertible Note matures on February 9, 2016 and has a guaranteed interest rate on the principal balance of 10%. The note may be converted into shares of common stock of the Company at any time beginning on the 180th day of the date of the note at a conversion price of 60% of the lowest average daily trading price from the 25 days prior to conversion or 10 cents. Early payback penalties are 115% from 1-60 days, 125% between 61 and 120 days, 130% between 121 and 180 days, and may not be paid back after 180 days without consent from the Holder. | |||||||||||||||||||||
Accounting allocation of initial proceeds: | Second Quarter Fiscal 2014 | Third Quarter Fiscal 2014 | Fourth Quarter Fiscal 2014 | Second Quarter Fiscal 2015 | Third Quarter Fiscal 2015 | ||||||||||||||||
Gross proceeds | $ | 65,000 | $ | 40,000 | $ | 40,000 | $ | 90,000 | $ | 430,750 | |||||||||||
Fair value of promissory notes | (142,812 | ) | (54,286 | ) | (98,014 | ) | (137,071 | ) | (656,507 | ) | |||||||||||
Fair value of equity warrant | - | - | - | - | -37,100 | ||||||||||||||||
Financing expense on the issuance of promissory notes | $ | 77,812 | $ | 14,286 | $ | 58,014 | $ | 47,071 | $ | 262,857 | |||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.07 | $ | 0.05 | $ | 0.14 | $ | 0.04-0.12 | $ | 0.05-0.07 | |||||||||||
Current exercise price | $ | 0.05 | $ | 0.03 | $ | 0.05 | $ | 0.04-0.06 | $ | 0.02-0.10 | |||||||||||
Time to expiration – days | 730 | 632 | 578 | 389-436 | 181-365 | ||||||||||||||||
Risk free interest rate | 0.11 | % | 0.08 | % | 0.37 | % | .1-.11 | % | .14-.26 | % | |||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | 150 | % | 150 | % | |||||||||||
Dividend | - | - | - | - | - | ||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | N/A | $ | 0.16 | $ | 0.16 | $ | N/A | $ | N/A | |||||||||||
Current exercise price | $ | N/A | $ | 0.08 | $ | 0.08 | $ | N/A | $ | N/A | |||||||||||
Time to expiration – days | N/A | 533 | 533 | N/A | N/A | ||||||||||||||||
Risk free interest rate | N/A | % | 0.37 | % | 0.37 | % | N/A | % | N/A | % | |||||||||||
Estimated volatility | N/A | % | 150 | % | 150 | % | N/A | % | N/A | % | |||||||||||
Dividend | - | - | - | N/A | N/A | ||||||||||||||||
Key inputs to determine the fair value at February 28, 2015: | |||||||||||||||||||||
Stock price | $ | N/A | $ | N/A | $ | N/A | $ | N/A | $ | 0.05 | |||||||||||
Current exercise price | $ | N/A | $ | N/A | $ | N/A | $ | N/A | $ | 0.03-0.10 | |||||||||||
Time to expiration – days | N/A | N/A | N/A | N/A | 115-346 | ||||||||||||||||
Risk free interest rate | N/A | % | N/A | % | N/A | % | N/A | % | .07-.22 | % | |||||||||||
Estimated volatility | N/A | % | N/A | % | N/A | % | N/A | % | 150 | % | |||||||||||
Dividend | N/A | N/A | N/A | N/A | 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 shares 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 shares of common stock (individually Series B Warrant) at an exercise price of $0.20. The purchase price for each Unit was $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 4). | |||||||||||||||||||||
The Notes matures 24 months from the issuance date and has 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 per share. Under the subscription agreement, the Company has granted price protection 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 5) qualified as a breach of this covenant, therefore all Series A warrants were revalued 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 condensed 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 9) | (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 | - | - | - | ||||||||||||||||||
Key inputs to determine the fair value of the promissory notes at February 28, 2015: | |||||||||||||||||||||
Stock price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Current exercise price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Time to expiration – days | 335 | 364 | 398 | ||||||||||||||||||
Risk free interest rate | N/A | % | N/A | % | N/A | % | |||||||||||||||
Estimated volatility | N/A | % | N/A | % | N/A | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Convertible Debentures with Series C or Series D 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 debenture, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 per share 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 debenture, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 per share 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. | |||||||||||||||||||||
On June 27, 2014, the Company authorized and issued two separate issues of 125 Units. 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 $90,777 (Canadian $100,000) in the loan originated on January 7, 2014 as described in Note 4. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 per share with a price protection clause on any conversion feature issued after the issuance date that matures 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. | |||||||||||||||||||||
On September 2, 2014, the Company authorized and issued three separate issues of 25, 75, and 25 Units. This total authorized and issuance of 125 Units, at a value of $125,000, was to three independent accredited investors in exchange for $125,000 in cash proceeds (see note 4). The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 per share with a price protection clause on any conversion feature issued after the issuance date that matures on September 2, 2016; and (ii) a warrant entitling the holder thereof to purchase 833,334 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on September 2, 2019. | |||||||||||||||||||||
On October 6, 2014, the Company authorized and issued 50 Units for $50,000 to Subtle Disruption in exchange for the settlement of $50,000 in trade payables. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $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 October 6, 2016; and (ii) a warrant entitling the holder thereof to purchase 333,333 shares of common stock (Series D Warrant) at a purchase price of $0.22 per share that expires on October 6, 2019. | |||||||||||||||||||||
On October 27, 2014, the Company authorized and issued 50 Units for $50,000 to IBEC Holdings Inc. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $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 October 6, 2016; and (ii) a warrant entitling the holder thereof to purchase 333,333 shares of common stock (Series D Warrant) at a purchase price of $0.22 per share that expires on October 27, 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 per share or as adjusted based on price protection. The warrants may be exercised in whole or in part. | |||||||||||||||||||||
Due to the Company’s breach of the authorization limit of common stock on a diluted basis on August 14, 2014, the Company initially classified the above noted warrants issued since this date as financial liabilities, which would otherwise be recorded as equity instruments and classified as part of additional paid in capital. All derivatives other than stock options issuable into common stock were to be classified and accounted for as financial liabilities (see note 1 for applicable accounting policies) until the breach of the Company’s authorization limit of common stock on a diluted basis was rectified. On December 31, 2014 the company increased its authorized share issuance limit to 400,000,000 which rectified the breach. The accounting impact of the August 14, 2014, breach only occurred under the earliest issue date sequencing approach at the date of the next issued applicable derivative, which was September 2, 2014. On December 31, 2014 all derivatives impacted by the Company’s breach of its authorized share limit were reclassified to equity from liabilities. | |||||||||||||||||||||
Accounting allocation of initial proceeds: | Fourth Quarter Fiscal 2014 | First | Second Quarter Fiscal 2015 | ||||||||||||||||||
Quarter Fiscal 2015 | |||||||||||||||||||||
Gross proceeds | $ | 1,050,000 | $ | 250,000 | $ | 225,000 | |||||||||||||||
Fair value of the convertible debentures | (852,726 | ) | (254,167 | ) | (182,720 | ) | |||||||||||||||
Fair value of liability warrants | - | - | (152,951 | ) | |||||||||||||||||
Fair value of equity warrants | (197,274 | ) | - | - | |||||||||||||||||
Financing expense on the issuance of derivative instruments | $ | - | $ | 4,167 | $ | 110,671 | |||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.15-0.16 | $ | 0.2 | $ | N/A | |||||||||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | $ | N/A | |||||||||||||||
Time to expiration – days | 731 | 731 | N/A | ||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.45 | % | N/A | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | N/A | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Market interest rate for the Company | 18 | % | 18 | % | N/A | % | |||||||||||||||
Key inputs to determine the fair value of the convertible debentures at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | $ | N/A | $ | N/A | |||||||||||||||
Current exercise price | $ | 0.15 | $ | N/A | $ | N/A | |||||||||||||||
Time to expiration – days | 693-730 | N/A | N/A | ||||||||||||||||||
Risk free interest rate | 0.37 | % | N/A | % | N/A | % | |||||||||||||||
Estimated volatility | 150 | % | N/A | % | N/A | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Market interest rate for the Company | 18 | % | N/A | % | N/A | % | |||||||||||||||
Key inputs to determine the fair value of the convertible debentures at February 28, 2015: | |||||||||||||||||||||
Stock price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Current exercise price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Time to expiration – days | 420-457 | 485 | 552-607 | ||||||||||||||||||
Risk free interest rate | N/A | % | N/A | % | N/A | % | |||||||||||||||
Estimated volatility | N/A | % | N/A | % | N/A | % | |||||||||||||||
Dividend | N/A | N/A | N/A | ||||||||||||||||||
Market interest rate for the Company | N/A | % | N/A | % | N/A | % | |||||||||||||||
Other Notes Fiscal 2014 | |||||||||||||||||||||
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 would have matured 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. | |||||||||||||||||||||
On June 13, 2014, the Company separately paid $76,000, including prepayment fees and related interest, to settle in full the outstanding balance of the two $25,000 8% convertible promissory notes. |
Common_Stock
Common Stock | 9 Months Ended |
Feb. 28, 2015 | |
Common Stock [Abstract] | |
Common Stock | 7. Common Stock |
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 shares 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 11. 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 6). | |
On September 3, 2014, and September 16, 2014, the Company issued 270,000 and 841,704 shares to JMJ Financial as a result of the settlement and conversion of the convertible note with a principal amount of $40,000 dated November 15, 2013 (Note 6). | |
On September 10, 2014, the Company issued and transferred 350,000 shares of common stock, valued at $35,000 in exchange for business consulting services. On October 1, 2014 the Company issued an additional 300,000 shares of common stock, valued at $30,000, in exchange for business consulting services. On November 3, 2014, the Company issued an additional 150,000 shares of common stock, valued at $15,000, in exchange for business consulting services. On November 5, 2014, the Company issued an additional 150,000 shares of common stock, valued at $15,000, in exchange for business consulting services. | |
On October 23, 2014, November 5, 2014 and November 20, 2014, the Company issued 450,000, 700,000 and 810,641 shares respectively to JMJ Financial as a result of the settlement and conversion of $40,000 of principal amount, representing a portion of the convertible note dated November 15, 2013 (Note 6). | |
On December 11, 2014 the Company issued 400,000 shares of common stock, valued at $40,000, in exchange for business consulting services. On January 5, 2015, the Company issued an additional 400,000 shares of common stock, valued at $40,000, in exchange for business consulting services. | |
On December 31, 2014, the Company’s authorized number of common shares was increased to 400,000,000. | |
Registration Statement | |
The Company filed a Registration Statement on Form S-1 (File No. 333-199569) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for up to 75,926,665 shares of Yappn Corp.’s $0.0001 par value per share common stock (the "Common Stock") by certain selling stockholders upon conversion of promissory notes and/or warrants currently held by those selling stockholders, specifically (i) 18,440,000 shares of Common Stock issuable to them upon exercise of promissory notes and (ii) 45,880,000 shares of Common Stock issuable to them upon exercise of warrants. The warrants have an exercise prices varying from $0.10 to $0.22 per share (subject to adjustment). The Registration Statement covering the Shares above noted shares was declared effective under the Securities Act of 1933 on November 17, 2014. | |
As part of the contractual rights of certain existing convertible debenture holders, the Company finalized its calculation of shares to be issued in association with the timing of filing its Registration Statement noted above. This resulted in a value of shares to be issued in the amount of $124,567. | |
From April 9, 2014 through February 3, 2015, various holders of convertible preferred stock exercised their right to convert to common stock. A total of 9,360,000 shares of convertible preferred stock were converted into common stock (Note 8). |
Preferred_Stock_and_Warrants
Preferred Stock and Warrants | 9 Months Ended | ||||||||||
Feb. 28, 2015 | |||||||||||
Preferred Stock and Warrants [Abstract] | |||||||||||
Preferred Stock and Warrants | 8. Preferred Stock and Warrants | ||||||||||
Series A Preferred Stock | |||||||||||
The Company has an authorized limit of 50,000,000 shares of preferred stock, par value $0.0001. | |||||||||||
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 proceeds. 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 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 6) the May 31, 2013 and June 7, 2013 warrants were revalued to $0.054. The March 28, 2013 warrants were not revalued because the one year price protection provision expired before the issuance of the common shares to JMJ Financial. | |||||||||||
Accounting allocation of initial proceeds: (Only Fiscal 2014 ) | June 7, | ||||||||||
2013 | |||||||||||
Gross proceeds | $ | 165,000 | |||||||||
Derivative preferred stock liability fair value | (1,025,475 | ) | |||||||||
Derivative warrant liability fair value | (1,146,915 | ) | |||||||||
Financing expense on the issuance of derivative instruments | $ | 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 | $ | 0.72 | |||||||||
Current exercise price | $ | 0.1 | |||||||||
Time to expiration – days (preferred stock) | 365 | ||||||||||
Time to expiration – days (warrants) | 1,826 | ||||||||||
Risk free interest rate | 1.48 | % | |||||||||
Estimated volatility (preferred stock) | 100 | % | |||||||||
Estimated volatility (warrants) | 150 | % | |||||||||
Dividend | - | ||||||||||
The following table reflects the preferred stock activity for the year ended May 31, 2014 and the nine month period ended February 28, 2015: | |||||||||||
Preferred Stock | |||||||||||
Outstanding as of June 1, 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 | ||||||||||
Conversion of preferred stock into common stock | (2,010,000 | ) | |||||||||
Total – as of February 28, 2015 | - | ||||||||||
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 condensed consolidated balance sheet from a derivative preferred share liability to stockholders’ equity at a value of $201,000 (Note 9). The 2,010,000 preferred shares were exchanged into common shares on February 3, 2015. | |||||||||||
As a result of the twelve month price protection provisions in the subscription agreement, the Company recognized its preferred stock in its condensed consolidated balance sheet as a derivative liability prior to the expiration of the price protection provisions. The calculation methodologies for the fair values of the derivative preferred stock liability for the year ended May 31, 2014 are described in Note 9 – Derivative Preferred Stock and Warrant Liabilities. | |||||||||||
Warrants | |||||||||||
Subscription Agreement with Series A Preferred Shares | |||||||||||
On March 28, 2013, May 31, 2013 and June 7, 2013, the Company issued a total of 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 protection provisions. The price protection provisions 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 revalued to $0.054. However, subsequent to May 31, 2014, when the price protection 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 have a value of $12,888 as at May 31, 2014. However, subsequent to November 15, 2014, when the price protection provisions expired, they were reclassified from derivative liability to equity. | |||||||||||
Series A, B, C and D 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 6), as part of the defined offered 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 Securities and Exchange 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 A warrants had price protection clauses of January 29, 2015 and February 27, 2015. 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. | |||||||||||
During the fourth quarter of Fiscal 2014, the Company authorized and issued Series C warrants to acquire 333,333 and 6,666,667 shares of common stock on April 23, 2014 and May 30, 2014, respectively, to accredited investors with unsecured 6% convertible debenture, $1,000 par value, convertible into shares of the Company’s common stock at a conversion price of $0.15 per share with a price protection clause on any conversion feature issued after the issuance date that matures on April 23, 2016 and May 30, 2016 respectively. 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. | |||||||||||
During the first quarter of Fiscal 2015, 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 6. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $1,000 par value convertible into shares of the Company’s at a common stock conversion price of $0.15 per share with a price protection clause on any conversion feature issued after the issuance date that matures 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. | |||||||||||
During the second quarter of Fiscal 2015, the Company authorized and issued Series C warrants to acquire 833,333 shares of common stock on September 2, 2014 and issued Series D warrants to acquire 333,333 and 333,333 shares of common stock on October 6, 2014, and October 27, 2014 respectively, to accredited investors. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $1,000 par value convertible into shares of the Company’s common stock at a conversion price of $0.15 per share with a price protection clause on any conversion feature issued after the issuance date that matures on September 2, 2016, October 6, 2016, and October 27, 2016 respectively; and (ii) a warrant entitling the holder thereof to purchase 1,666,667 shares of common stock (Series D Warrant) at a purchase price of $0.22 per share that expires on September 2, 2016, October 6, 2016, and October 27, 2016 respectively. The Series D warrants do not provide any price protection provisions and therefore should be treated as equity instruments at the commitment date and thereafter; however these warrants were originally recorded as liabilities as the Company breached its authorized share limit on a diluted basis, which required any additional warrants that otherwise would have been recorded as equity instruments to be recorded as liability instruments. On December 31, 2014, the Company rectified its breach of authorized share limit and the warrants were reclassified to equity. | |||||||||||
Line of Credit Arrangement | |||||||||||
Pursuant to the loan agreement and promissory note entered on April 7, 2014 (Note 5), 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 per share. | |||||||||||
The following is a summary of warrants issued, exercised and expired through February 28, 2015: | |||||||||||
Shares Issuable | Exercise | Expiration | |||||||||
Under | Price | ||||||||||
Warrants | |||||||||||
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 | |||||||
Exercised and expired | - | ||||||||||
Total – as of May 31, 2014 | 47,860,000 | ||||||||||
Issued Series C warrants on June 27, 2014 | 1,666,667 | $ | 0.22 | 27-Jun-19 | |||||||
Issued Series C warrants on September 2, 2014 | 833,333 | $ | 0.22 | 2-Sep-19 | |||||||
Issued Series D warrants on October 6, 2014 | 333,333 | $ | 0.22 | 6-Oct-19 | |||||||
Issued Series D warrants on October 27, 2014 | 333,333 | $ | 0.22 | 27-Oct-19 | |||||||
Issued warrants – consultants | 3,300,000 | $ | 0.15 | 30-May-19 | |||||||
Issued Warrants on February 4, 2015 | 700,000 | $ | 0.1 | 4-Feb-20 | |||||||
Exercised and expired | - | ||||||||||
Total – as of February 28, 2015 | 55,026,666 | ||||||||||
The outstanding warrants at February 28, 2015 and May 31, 2014 have a weighted average exercise price of approximately $0.14 and $0.16 per share, respectively, and have an approximate weighted average remaining life of 4.0 and 4.7 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 price protection provisions of the Series A warrants issued as part of the January 29, 2014 and February 28, 2014 convertible debenture financing have expired, and as such, these warrants are not 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 Company issued warrants to two separate consulting firms in the amount of 2,000,000 and 1,300,000 respectively included in financing expense on October 6, 2014 with an exercise price of $0.15 both with expiry dates of May 30, 2019. | |||||||||||
The following table is a summary of those warrants that are reflected in equity as at February 28, 2015: | |||||||||||
Shares Issuable | Equity | ||||||||||
Under Warrants | Value | ||||||||||
Issued warrants on March 28, 2013 | 4,010,000 | $ | 917,087 | ||||||||
Issued warrants on May 31, 2013 | 3,700,000 | 543,530 | |||||||||
Issued warrants on June 7, 2013 | 1,650,000 | 211,670 | |||||||||
Issued Series A warrants on January 29, 2014 | 3,950,000 | 397,895 | |||||||||
Issued Series B warrants on January 29, 2014 | 3,950,000 | - | |||||||||
Issued Series A warrants on February 27, 2014 | 3,050,000 | 224,135 | |||||||||
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 | |||||||||
Issued Series C warrants on June 27, 2014 | 1,666,667 | - | |||||||||
Issued Series C warrants on September 2, 2014 | 833,333 | 38,584 | |||||||||
Issued Series D warrants on October 6, 2014 | 333,333 | 15,567 | |||||||||
Issued Series D warrants on October 27, 2014 | 333,333 | 15,667 | |||||||||
Warrants issued to consultants | 3,300,000 | 165,330 | |||||||||
Issued warrants November 30, 2013 | 120,000 | 3,744 | |||||||||
Issued warrants on February 4, 2015 | 700,000 | 37,100 | |||||||||
Total – as of February 28, 2015 | 50,336,666 | $ | 4,262,478 | ||||||||
For those warrants with price protection provisions, the calculation methodologies for the fair values of the derivative warrant liability are described in Note 9 – Derivative Preferred Stock and Warrant Liabilities. |
Derivative_Preferred_Stock_and
Derivative Preferred Stock and Warrant Liabilities | 9 Months Ended | ||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||
Derivative Preferred Stock and Warrant Liabilities [Abstract] | |||||||||||||||||||||
Derivative Preferred Stock and Warrant Liabilities | 9. Derivative Preferred Stock and Warrant Liabilities | ||||||||||||||||||||
For the three and nine months ended February 28, 2015 and the year ended May 31, 2014, the Company has Series A warrants outstanding with price protection provisions that provide the holder with 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 exercise price of $0.10 per share (the revised price for the Series A warrants). 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 and all of these price protection periods have expired (see below), 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 warrant liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of February 28, 2015 and May 31, 2014. 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 | |||||||||||||||||||||
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 following is a summary of the derivative preferred stock liability for the year ended May 31, 2014 and the nine months ended February 28, 2015: | |||||||||||||||||||||
Value | Number of Preferred Stock Units | ||||||||||||||||||||
Balance as of June 1, 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 and February 28, 2015 | $ | - | - | ||||||||||||||||||
For the nine months ended February 28, 2015 and February 28, 2014, the revaluation of the preferred stock at each reporting period resulted in the recognition of $0 and a gain of $5,088,047 respectively within the Company’s interim condensed consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities and convertible notes”. The changes in fair value of the preferred stock liability had no effect on the Company’s condensed consolidated cash flows. As the price protection provisions for the remaining 2,010,000 outstanding shares of preferred stock expired as of March 28, 2014, the value of $201,000 was reclassified from a derivative preferred stock liability to equity. As a result, the Company no longer has a preferred stock liability as at May 31, 2014 and February 28, 2015. | |||||||||||||||||||||
Accounting for Derivative Warrant Liability | |||||||||||||||||||||
The Company’s derivative warrant instruments with price protection provisions have been measured at fair value at February 28, 2015 and May 31, 2014 using the binomial lattice model. The Company recognizes all of its warrants with price protection provisions in its condensed consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the interim condensed consolidated statements of operations and comprehensive income (loss). The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s condensed consolidated cash flows. | |||||||||||||||||||||
The following is a summary of the derivative warrant liability for the year ended May 31, 2014 and the nine months ended February 28, 2015: | |||||||||||||||||||||
Shares Issuable | Derivative Warrant | ||||||||||||||||||||
Under Warrants | Value | ||||||||||||||||||||
Balance as of June 1, 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 (price protection expiry) | (4,010,000 | ) | (917,087 | ) | |||||||||||||||||
Warrants exercised or expired | - | - | |||||||||||||||||||
Decrease in fair value of derivative warrant liability | - | (2,822,124 | ) | ||||||||||||||||||
Balance as of May 31, 2014 | 17,160,000 | 2,531,282 | |||||||||||||||||||
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 7 and 8) | (12,470,000 | ) | (1,616,121 | ) | |||||||||||||||||
Warrants exercised or expired | - | - | |||||||||||||||||||
Decrease in fair value of derivative warrant liability | - | (1,234,699 | ) | ||||||||||||||||||
Balance as of February 28, 2015 | 4,690,000 | $ | 280,462 | ||||||||||||||||||
For the nine months ended February 28, 2015 and February 28, 2014, the revaluation of the warrants at each reporting period resulted in the recognition of a gain of $1,081,984 and $4,817,768 respectively within the Company’s condensed consolidated statements of operations and comprehensive loss and is included in the condensed consolidated statements of operations and comprehensive income (loss) under the caption “Change in fair value of derivative liabilities and convertible notes”. The fair value of the warrants February 28, 2015 and May 31, 2014 was $280,462 and $2,531,282, respectively, which is reported on the condensed consolidated balance sheets under the caption “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 8). Fair values were calculated after the expiry period for the calculation of the value to be transferred to equity. | |||||||||||||||||||||
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability | |||||||||||||||||||||
The key inputs used in the determination of fair value after the expiry period on June 8, 2014 and June 1, 2014, the year ended May 31, 2014, January 29, 2015 and February 27, 2015 when these warrants were recorded as liabilities are as follows: | |||||||||||||||||||||
June 8, | June 1, | May 31, | 29-Jan-15 | 27-Feb-15 | |||||||||||||||||
2014 | 2014 | 2014 | |||||||||||||||||||
Stock price | $ | 0.14 | $ | 0.16 | $ | 0.16 | $ | 0.06 | $ | 0.05 | |||||||||||
Current exercise price | $ | 0.054 | $ | 0.054 | $ | 0.054 | $ | 0.1 | $ | 0.1 | |||||||||||
Time to expiration – days (range) | 1,461 | 1,461 | 1,461–1,468 | 1,461 | 1,461 | ||||||||||||||||
Risk free interest rate | 1.66 | % | 1.54 | % | 1.54 | % | 1.28 | % | 1.5 | % | |||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | 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 6). | |||||||||||||||||||||
The key inputs used in the determination of fair value of the Series A warrants at the commitment date and reporting period: | |||||||||||||||||||||
February 28, | May 31, | ||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Warrants – Series A (issuable under warrant) | 4,690,000 | 11,690,000 | |||||||||||||||||||
Stock price | $ | 0.04 | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||||||||||
Time to expiration – days (range) | 1,550 -1,674 | 1,704-1,766 | |||||||||||||||||||
Risk free interest rate | 1.49 | % | 1.54 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - |
Employee_Benefit_and_Incentive
Employee Benefit and Incentive Plans | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Employee Benefit and Incentive Plans [Abstract] | |||||||||
Employee Benefit and Incentive Plans | 10. Employee Benefit and Incentive Plans | ||||||||
On August 14, 2014, the Board of Directors approved the adoption of the 2014 Stock Option Plan. The total number of shares of common stock authorized for issuance under this plan is 15,000,000. The Company completed its first grant of stock options immediately after the plan was approved. The following table outlines the options granted and related disclosures: | |||||||||
Stock | Weighted- | ||||||||
Options | Average | ||||||||
Exercise Price | |||||||||
Outstanding August 14, 2014 (First Grant) | 10,470,000 | $ | 0.1 | ||||||
Exercised | - | - | |||||||
Cancelled, forfeited or expired | - | - | |||||||
Outstanding at February 28, 2015 | 10,470,000 | $ | 0.1 | ||||||
Options exercisable at February 28, 2015 | 5,436,667 | $ | 0.1 | ||||||
Fair value of options vesting during the nine months ended February 28, 2015 | $ | 524,349 | |||||||
As at February 28, 2015, vested and exercisable options do not have any intrinsic value and a weighted-average remaining contractual term of 4.0 years. It is expected the 5,033,333 unvested options will ultimately vest, and each has an exercise price of $0.10 per share and a weighted average remaining term of 4.4 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at February 28, 2015 and the option’s exercise price, for all options that are in the money. This value was $nil as at February 28, 2015. | |||||||||
As at February 28, 2015, there is $248,792 of unearned stock based compensation cost related to stock options granted that have not yet vested (5,033,333 options). This cost is expected to be recognized over a remaining weighted average period of 1.0 years. 7,100,000 of the stock options granted on August 14, 2014 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 150,000 options vest contingent on revenue targets, and 150,000 options have vested on April 1, 2015. The remaining options all have immediate vesting terms. | |||||||||
The estimated fair value of options granted on August 14, 2014 is measured using the binomial model using the following assumptions: | |||||||||
Total number of shares issued under options | 10,470,000 | ||||||||
Stock price | $ | 0.1 | |||||||
Exercise price | $ | 0.1 | |||||||
Time to expiration – days (2 year options) | 730 | ||||||||
Time to expiration – days (5 year options) | 1,826 | ||||||||
Risk free interest rate (2 year options) | 0.42 | % | |||||||
Risk free interest rate (5 year options) | 1.58 | % | |||||||
Forfeiture rate (all options) | 0 | % | |||||||
Estimated volatility (all options) | 150 | % | |||||||
Weighted-average fair value of options granted | 0.09 | ||||||||
Dividend | - | ||||||||
The assumptions used in the stock based compensation binomial models are consistent with the methodology used in valuing the Company’s convertible debt instruments with two year lives, and the Company’s warrants with five year lives. Due to a lack of history, the Company has assumed the expected life of the options, is the contractual life of the options. |
Related_Party_Balances_and_Tra
Related Party Balances and Transactions | 9 Months Ended |
Feb. 28, 2015 | |
Related Party Balances and Transactions [Abstract] | |
Related Party Balances and Transactions | 11. Related Party Balances and Transactions |
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 (as of that date) in the Company. The Chief Executive Officer and director of the Company, David Lucatch, is the Chief Executive Officer and director of Intertainment Media, Inc. and Herb Willer, is a director of both the Company and Intertainment Media, Inc. | |
On March 28, 2013, as part of the assets purchased, the Company also assumed a technology services agreement with Ortsbo Inc. (“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. 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 of common stock were valued at the market price on the date of the agreement for a value of $133,333. 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 as Ortsbo’s carrying value for these assets was $nil, the Company reflected the acquisition value at $nil on the condensed consolidated balance sheet. As of February 28, 2015, Ortsbo holds 15,000,000 restricted shares of common stock of the Company. | |
During the year ended 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 related party liability on the balance sheet. | |
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. on behalf of the Company for third party purchases are invoiced at cost. | |
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 or 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. | |
For the three and nine months ended February 28, 2015, related party fees incurred and paid for general development and managerial services performed by its parent, Intertainment Media, Inc. and its subsidiary totaled $135,763 and $725,779, respectively, and for the three and nine months ended February 28, 2014 $415,300 and $1,193,026 respectively. As of February 28, 2015 and May 31, 2014, the related party liability balance totaled $260,843 and $145,316, respectively. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events |
Stock Options | |
On March 3, 2015 the Company granted 7,575,000 stock options with an exercise price of $0.10 per common stock to its employees and select consultants. | |
March billings | |
The Company continued to bill for development and professional services related to the build of multi-lingual marketing websites that will provide additional e-commerce opportunities to advertising partners in the amount of $271,318. | |
Group 10 Holdings LLC | |
On March 30, 2015, the Company sold a debenture for the principal amount of $92,000 with a 10% Original Issue Discount of $9,200. The convertible debenture matures on March 30, 2016 and has an interest rate of 12% per annum. The note may be converted into shares of 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 closing bid prices as of the date a Notice of Conversion is given. The Note may be paid back any time before maturity with a prepayment penalty of 123%. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2015 | |
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 United States 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 shares of common stock of the Company. As a result of this exchange, Intertainment Media Inc. acquired, at that time, a 70 percent ownership of the Company. The accompanying condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. | |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements |
The interim condensed consolidated financial statements (“interim financial statements”) of the Company as of February 28, 2015, and for the three and nine month periods ended February 28, 2015 and 2014, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of February 28, 2015, and the results of its operations and its cash flows for the three and nine month periods ended February 28, 2015 and February 28, 2014. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2015. The accompanying interim financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2014 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. | |
Principles of Consolidation | Principles of Consolidation |
The interim 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. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
For purposes of reporting within the interim condensed consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. | |
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 $104,383 and $184,027 for the three months ended February 28, 2015 and February 28, 2014, respectively and totaled $996,107 and $474,459 for the nine months ended February 28, 2015 and February 28, 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 February 28, 2015, the Company had outstanding five year warrants to purchase an additional 55,026,666 shares of common stock (note 8) at a per share exercise price ranging from $0.054 to $0.22, 5,436,667 stock options (note 10) that have vested with an exercise price of $0.10, and convertible notes and debentures that are convertible into 21,856,666 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 $0.10 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 condensed consolidated statements of operations and comprehensive income (loss). There have been no penalties or interest related to unrecognized tax benefits reflected in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended February 28, 2015 and February 28, 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 8 and 9) and the convertible promissory notes and debentures (Note 6) are classified as Level 2 financial liabilities. | |
As of February 28, 2015 and May 31, 2014, the carrying value of accounts receivable, 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 Warrants | Fair Value of Derivative Instruments, Preferred Stock and Warrants |
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 were no longer treated as a liability, but as an equity instrument. | |
In the event the Company has exceeded its authorized number of common stock issuable on a diluted basis, the Company applies the earliest issuance date sequencing approach to determine which derivatives recorded in additional paid in capital, require reclassification to financial liabilities. Under the earliest issuance date sequencing approach, the financial instruments recorded in equity that have stock issuable in commons stock (excluding stock options) earlier than the date of the breach of the authorized stock limit continue to be classified as a component of additional paid in capital. All derivatives that are issuable into common stock (other than stock options) issued subsequent to the breach of the authorized stock limit on a diluted basis, are recorded as financial liabilities. Upon a rectification of the breach of the authorized stock limit, those instruments that would otherwise be recorded as component of additional paid in capital, will be reclassified to additional paid in capital at the time of the rectification. | |
When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the condensed consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the condensed consolidated statements of operations and comprehensive loss. | |
Hybrid Financial Instruments | Hybrid Financial Instruments |
The Company elected to apply the fair value option to account for its hybrid financial 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 and Debentures | Fair Value of Convertible Promissory Notes and Debentures |
The Company has issued convertible promissory notes and debentures 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 condensed 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 condensed consolidated statements of operations and comprehensive loss. | |
Estimates | Estimates |
The interim financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements. | |
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 early adoption is permitted. The Company has adopted ASU 2014-10 for its financial statements for the year ended May 31, 2015 beginning with the quarter ended August 31, 2014. | |
On August 27, 2014 the FASB issued a new financial accounting standard on going concern, Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard. | |
In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivatives feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years and interim period beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity. |
Short_Term_Loans_Tables
Short Term Loans (Tables) | 9 Months Ended | ||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||
Short Term Loans[Abstract] | |||||||||||||||||
Schedule of short-term debt | |||||||||||||||||
Principal amounts | Twelve Month Term Loan | Three Month Term Loan | Other Loans | Total | |||||||||||||
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 | |||||||||||||
Borrowing on July 17, 2014 | - | - | 100,915 | 100,915 | |||||||||||||
Borrowing on July 23, 2014 | - | - | 50,234 | 50,234 | |||||||||||||
Borrowing on August 4, 2014 | - | - | 93,458 | 93,458 | |||||||||||||
Borrowings in August 2014 (multiple dates) | - | - | 125,000 | 125,000 | |||||||||||||
Borrowing on January 23, 2015 | 16,098 | 16,098 | |||||||||||||||
Total | - | - | 385,705 | 385,705 | |||||||||||||
Fair value adjustments | (22,394 | ) | (1,474 | ) | (51,919 | ) | (75,787 | ) | |||||||||
Repayments | (46,025 | ) | (142,506 | ) | (132,805 | ) | (321,336 | ) | |||||||||
Conversions | - | (90,777 | ) | (125,000 | ) | (215,777 | ) | ||||||||||
Fair value at February 28, 2015 | $ | 151,740 | $ | 22,395 | $ | 75,981 | $ | 250,116 |
Convertible_Promissory_Notes_a1
Convertible Promissory Notes and Debentures (Tables) | 9 Months Ended | ||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||
Summary of convertible notes and debentures | |||||||||||||||||||||
Principal amounts: | JMJ | Convertible Debentures | Other | Total | |||||||||||||||||
Financial | 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 | |||||||||||||||||
Conversions | (65,000 | ) | - | - | (65,000 | ) | |||||||||||||||
Repayments | - | - | (78,500 | ) | (78,500 | ) | |||||||||||||||
Total Borrowings at May 31, 2014 | 80,000 | 2,219,000 | 92,500 | 2,391,500 | |||||||||||||||||
Borrowing on June 27, 2014 | - | 250,000 | - | 250,000 | |||||||||||||||||
Borrowing on September 2, 2014 | - | 125,000 | - | 125,000 | |||||||||||||||||
Borrowing on September 3, 2014 | 50,000 | - | - | 50,000 | |||||||||||||||||
Borrowing on October 6, 2014 | - | 50,000 | - | 50,000 | |||||||||||||||||
Borrowing on October 22, 2014 | 40,000 | - | - | 40,000 | |||||||||||||||||
Borrowing on October 27, 2014 | - | 50,000 | - | 50,000 | |||||||||||||||||
Borrowing on December 24, 2014 | - | - | 75,000 | 75,000 | |||||||||||||||||
Borrowing on December 24, 2014 | - | - | 100,000 | 100,000 | |||||||||||||||||
Borrowing on December 29, 2014 | - | - | 50,000 | 50,000 | |||||||||||||||||
Borrowing on February 4, 2015 | - | - | 115,000 | 115,000 | |||||||||||||||||
Borrowing on February 9, 2015 | - | - | 90,750 | 90,750 | |||||||||||||||||
Conversions | (80,000 | ) | - | - | (80,000 | ) | |||||||||||||||
Repayments | (90,000 | ) | - | (92,500 | ) | (182,500 | ) | ||||||||||||||
Total Borrowings at February 28, 2015 | $ | - | $ | 2,694,000 | $ | 430,750 | $ | 3,124,750 | |||||||||||||
Convertible notes and debt at fair value at commitment date | $ | 295,111 | $ | 2,086,720 | $ | 191,226 | $ | 2,573,057 | |||||||||||||
Change in fair value | (100,968 | ) | 177,420 | (25,777 | ) | 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 | 142,189 | 2,264,140 | 100,846 | 2,507,175 | |||||||||||||||||
Convertible notes and debt at fair value at the commitment date | 137,071 | 436,887 | 656,507 | 1,230,465 | |||||||||||||||||
Change in fair value (from May 31 or Fiscal 2015 commitment date) | (70,223 | ) | (890,751 | ) | -116,823 | -1,077,797 | |||||||||||||||
Repayments (cash) | (103,220 | ) | - | (135,051 | ) | (238,271 | ) | ||||||||||||||
Conversions to common stock | (105,817 | ) | - | - | (105,817 | ) | |||||||||||||||
Convertible notes and debt at fair value at | $ | - | $ | 1,810,276 | $ | 505,479 | $ | 2,315,755 | |||||||||||||
28-Feb-15 | |||||||||||||||||||||
Balance at May 31, 2014 | |||||||||||||||||||||
Current | $ | - | $ | - | $ | 100,846 | $ | 100,846 | |||||||||||||
Long term | 142,189 | 2,264,140 | - | 2,406,329 | |||||||||||||||||
$ | 142,189 | $ | 2,264,140 | $ | 100,846 | $ | 2,507,175 | ||||||||||||||
Balance at February 28, 2015 | |||||||||||||||||||||
Current | $ | - | $ | 631,899 | $ | 505,479 | $ | 1,137,378 | |||||||||||||
Long term | - | 1,178,377 | - | 1,178,377 | |||||||||||||||||
$ | - | $ | 1,810,276 | $ | 505,479 | $ | 2,315,755 | ||||||||||||||
JMJ Financial [Member] | |||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | |||||||||||||||||||||
Accounting allocation of initial proceeds: | Second Quarter Fiscal 2014 | Third Quarter Fiscal 2014 | Fourth Quarter Fiscal 2014 | Second Quarter Fiscal 2015 | Third Quarter Fiscal 2015 | ||||||||||||||||
Gross proceeds | $ | 65,000 | $ | 40,000 | $ | 40,000 | $ | 90,000 | $ | 430,750 | |||||||||||
Fair value of promissory notes | (142,812 | ) | (54,286 | ) | (98,014 | ) | (137,071 | ) | (656,507 | ) | |||||||||||
Fair value of equity warrant | - | - | - | - | -37,100 | ||||||||||||||||
Financing expense on the issuance of promissory notes | $ | 77,812 | $ | 14,286 | $ | 58,014 | $ | 47,071 | $ | 262,857 | |||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.07 | $ | 0.05 | $ | 0.14 | $ | 0.04-0.12 | $ | 0.05-0.07 | |||||||||||
Current exercise price | $ | 0.05 | $ | 0.03 | $ | 0.05 | $ | 0.04-0.06 | $ | 0.02-0.10 | |||||||||||
Time to expiration – days | 730 | 632 | 578 | 389-436 | 181-365 | ||||||||||||||||
Risk free interest rate | 0.11 | % | 0.08 | % | 0.37 | % | .1-.11 | % | .14-.26 | % | |||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | 150 | % | 150 | % | |||||||||||
Dividend | - | - | - | - | - | ||||||||||||||||
Key inputs to determine the fair value at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | N/A | $ | 0.16 | $ | 0.16 | $ | N/A | $ | N/A | |||||||||||
Current exercise price | $ | N/A | $ | 0.08 | $ | 0.08 | $ | N/A | $ | N/A | |||||||||||
Time to expiration – days | N/A | 533 | 533 | N/A | N/A | ||||||||||||||||
Risk free interest rate | N/A | % | 0.37 | % | 0.37 | % | N/A | % | N/A | % | |||||||||||
Estimated volatility | N/A | % | 150 | % | 150 | % | N/A | % | N/A | % | |||||||||||
Dividend | - | - | - | N/A | N/A | ||||||||||||||||
Key inputs to determine the fair value at February 28, 2015: | |||||||||||||||||||||
Stock price | $ | N/A | $ | N/A | $ | N/A | $ | N/A | $ | 0.05 | |||||||||||
Current exercise price | $ | N/A | $ | N/A | $ | N/A | $ | N/A | $ | 0.03-0.10 | |||||||||||
Time to expiration – days | N/A | N/A | N/A | N/A | 115-346 | ||||||||||||||||
Risk free interest rate | N/A | % | N/A | % | N/A | % | N/A | % | .07-.22 | % | |||||||||||
Estimated volatility | N/A | % | N/A | % | N/A | % | N/A | % | 150 | % | |||||||||||
Dividend | N/A | N/A | N/A | N/A | 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 9) | (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 | - | - | - | ||||||||||||||||||
Key inputs to determine the fair value of the promissory notes at February 28, 2015: | |||||||||||||||||||||
Stock price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Current exercise price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Time to expiration – days | 335 | 364 | 398 | ||||||||||||||||||
Risk free interest rate | N/A | % | N/A | % | N/A | % | |||||||||||||||
Estimated volatility | N/A | % | N/A | % | N/A | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||||||||
Condensed consolidated statements of operations and comprehensive income (loss) | |||||||||||||||||||||
Accounting allocation of initial proceeds: | Fourth Quarter Fiscal 2014 | First | Second Quarter Fiscal 2015 | ||||||||||||||||||
Quarter Fiscal 2015 | |||||||||||||||||||||
Gross proceeds | $ | 1,050,000 | $ | 250,000 | $ | 225,000 | |||||||||||||||
Fair value of the convertible debentures | (852,726 | ) | (254,167 | ) | (182,720 | ) | |||||||||||||||
Fair value of liability warrants | - | - | (152,951 | ) | |||||||||||||||||
Fair value of equity warrants | (197,274 | ) | - | - | |||||||||||||||||
Financing expense on the issuance of derivative instruments | $ | - | $ | 4,167 | $ | 110,671 | |||||||||||||||
Key inputs to determine the fair value at the commitment date: | |||||||||||||||||||||
Stock price | $ | 0.15-0.16 | $ | 0.2 | $ | N/A | |||||||||||||||
Current exercise price | $ | 0.15 | $ | 0.15 | $ | N/A | |||||||||||||||
Time to expiration – days | 731 | 731 | N/A | ||||||||||||||||||
Risk free interest rate | 0.37 | % | 0.45 | % | N/A | % | |||||||||||||||
Estimated volatility | 150 | % | 150 | % | N/A | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Market interest rate for the Company | 18 | % | 18 | % | N/A | % | |||||||||||||||
Key inputs to determine the fair value of the convertible debentures at May 31, 2014: | |||||||||||||||||||||
Stock price | $ | 0.16 | $ | N/A | $ | N/A | |||||||||||||||
Current exercise price | $ | 0.15 | $ | N/A | $ | N/A | |||||||||||||||
Time to expiration – days | 693-730 | N/A | N/A | ||||||||||||||||||
Risk free interest rate | 0.37 | % | N/A | % | N/A | % | |||||||||||||||
Estimated volatility | 150 | % | N/A | % | N/A | % | |||||||||||||||
Dividend | - | - | - | ||||||||||||||||||
Market interest rate for the Company | 18 | % | N/A | % | N/A | % | |||||||||||||||
Key inputs to determine the fair value of the convertible debentures at February 28, 2015: | |||||||||||||||||||||
Stock price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Current exercise price | $ | N/A | $ | N/A | $ | N/A | |||||||||||||||
Time to expiration – days | 420-457 | 485 | 552-607 | ||||||||||||||||||
Risk free interest rate | N/A | % | N/A | % | N/A | % | |||||||||||||||
Estimated volatility | N/A | % | N/A | % | N/A | % | |||||||||||||||
Dividend | N/A | N/A | N/A | ||||||||||||||||||
Market interest rate for the Company | N/A | % | N/A | % | N/A | % | |||||||||||||||
Preferred_Stock_and_Warrants_T
Preferred Stock and Warrants (Tables) | 9 Months Ended | ||||||||||
Feb. 28, 2015 | |||||||||||
Preferred Stock and Warrants [Abstract] | |||||||||||
Summary of financing expense on issuance of derivative instruments | Accounting allocation of initial proceeds: (Only Fiscal 2014 ) | June 7, | |||||||||
2013 | |||||||||||
Gross proceeds | $ | 165,000 | |||||||||
Derivative preferred stock liability fair value | (1,025,475 | ) | |||||||||
Derivative warrant liability fair value | (1,146,915 | ) | |||||||||
Financing expense on the issuance of derivative instruments | $ | 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 | $ | 0.72 | |||||||||
Current exercise price | $ | 0.1 | |||||||||
Time to expiration – days (preferred stock) | 365 | ||||||||||
Time to expiration – days (warrants) | 1,826 | ||||||||||
Risk free interest rate | 1.48 | % | |||||||||
Estimated volatility (preferred stock) | 100 | % | |||||||||
Estimated volatility (warrants) | 150 | % | |||||||||
Dividend | - | ||||||||||
Schedule of preferred stock activity | Preferred Stock | ||||||||||
Outstanding as of June 1, 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 | ||||||||||
Conversion of preferred stock into common stock | (2,010,000 | ) | |||||||||
Total – as of February 28, 2015 | - | ||||||||||
Schedule of warrants | Shares Issuable | Exercise | Expiration | ||||||||
Under | Price | ||||||||||
Warrants | |||||||||||
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 | |||||||
Exercised and expired | - | ||||||||||
Total – as of May 31, 2014 | 47,860,000 | ||||||||||
Issued Series C warrants on June 27, 2014 | 1,666,667 | $ | 0.22 | 27-Jun-19 | |||||||
Issued Series C warrants on September 2, 2014 | 833,333 | $ | 0.22 | 2-Sep-19 | |||||||
Issued Series D warrants on October 6, 2014 | 333,333 | $ | 0.22 | 6-Oct-19 | |||||||
Issued Series D warrants on October 27, 2014 | 333,333 | $ | 0.22 | 27-Oct-19 | |||||||
Issued warrants – consultants | 3,300,000 | $ | 0.15 | 30-May-19 | |||||||
Issued Warrants on February 4, 2015 | 700,000 | $ | 0.1 | 4-Feb-20 | |||||||
Exercised and expired | - | ||||||||||
Total – as of February 28, 2015 | 55,026,666 | ||||||||||
Schedule of warrants and reflection in equity | |||||||||||
Shares Issuable | Equity | ||||||||||
Under Warrants | Value | ||||||||||
Issued warrants on March 28, 2013 | 4,010,000 | $ | 917,087 | ||||||||
Issued warrants on May 31, 2013 | 3,700,000 | 543,530 | |||||||||
Issued warrants on June 7, 2013 | 1,650,000 | 211,670 | |||||||||
Issued Series A warrants on January 29, 2014 | 3,950,000 | 397,895 | |||||||||
Issued Series B warrants on January 29, 2014 | 3,950,000 | - | |||||||||
Issued Series A warrants on February 27, 2014 | 3,050,000 | 224,135 | |||||||||
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 | |||||||||
Issued Series C warrants on June 27, 2014 | 1,666,667 | - | |||||||||
Issued Series C warrants on September 2, 2014 | 833,333 | 38,584 | |||||||||
Issued Series D warrants on October 6, 2014 | 333,333 | 15,567 | |||||||||
Issued Series D warrants on October 27, 2014 | 333,333 | 15,667 | |||||||||
Warrants issued to consultants | 3,300,000 | 165,330 | |||||||||
Issued warrants November 30, 2013 | 120,000 | 3,744 | |||||||||
Issued warrants on February 4, 2015 | 700,000 | 37,100 | |||||||||
Total – as of February 28, 2015 | 50,336,666 | $ | 4,262,478 |
Derivative_Preferred_Stock_and1
Derivative Preferred Stock and Warrant Liabilities (Tables) | 9 Months Ended | ||||||||||||||||||||
Feb. 28, 2015 | |||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Schedule of derivative liabilities at fair value | Value | Number of Preferred Stock Units | |||||||||||||||||||
Balance as of June 1, 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 and February 28, 2015 | $ | - | - | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Schedule of derivative liabilities at fair value | |||||||||||||||||||||
Shares Issuable | Derivative Warrant | ||||||||||||||||||||
Under Warrants | Value | ||||||||||||||||||||
Balance as of June 1, 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 (price protection expiry) | (4,010,000 | ) | (917,087 | ) | |||||||||||||||||
Warrants exercised or expired | - | - | |||||||||||||||||||
Decrease in fair value of derivative warrant liability | - | (2,822,124 | ) | ||||||||||||||||||
Balance as of May 31, 2014 | 17,160,000 | 2,531,282 | |||||||||||||||||||
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 7 and 8) | (12,470,000 | ) | (1,616,121 | ) | |||||||||||||||||
Warrants exercised or expired | - | - | |||||||||||||||||||
Decrease in fair value of derivative warrant liability | - | (1,234,699 | ) | ||||||||||||||||||
Balance as of February 28, 2015 | 4,690,000 | $ | 280,462 | ||||||||||||||||||
Fair value measurements and valuation techniques | |||||||||||||||||||||
June 8, | June 1, | May 31, | 29-Jan-15 | 27-Feb-15 | |||||||||||||||||
2014 | 2014 | 2014 | |||||||||||||||||||
Stock price | $ | 0.14 | $ | 0.16 | $ | 0.16 | $ | 0.06 | $ | 0.05 | |||||||||||
Current exercise price | $ | 0.054 | $ | 0.054 | $ | 0.054 | $ | 0.1 | $ | 0.1 | |||||||||||
Time to expiration – days (range) | 1,461 | 1,461 | 1,461–1,468 | 1,461 | 1,461 | ||||||||||||||||
Risk free interest rate | 1.66 | % | 1.54 | % | 1.54 | % | 1.28 | % | 1.5 | % | |||||||||||
Estimated volatility | 150 | % | 150 | % | 150 | % | 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 A Warrants [Member] | |||||||||||||||||||||
Fair value measurements and valuation techniques | |||||||||||||||||||||
February 28, | May 31, | ||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Warrants – Series A (issuable under warrant) | 4,690,000 | 11,690,000 | |||||||||||||||||||
Stock price | $ | 0.04 | $ | 0.16 | |||||||||||||||||
Current exercise price | $ | 0.1 | $ | 0.1 | |||||||||||||||||
Time to expiration – days (range) | 1,550 -1,674 | 1,704-1,766 | |||||||||||||||||||
Risk free interest rate | 1.49 | % | 1.54 | % | |||||||||||||||||
Estimated volatility | 150 | % | 150 | % | |||||||||||||||||
Dividend | - | - |
Employee_Benefit_and_Incentive1
Employee Benefit and Incentive Plans (Tables) | 9 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Employee Benefit and Incentive Plans [Abstract] | |||||||||
Schedule of the options granted and related disclosures | Stock | Weighted- | |||||||
Options | Average | ||||||||
Exercise Price | |||||||||
Outstanding August 14, 2014 (First Grant) | 10,470,000 | $ | 0.1 | ||||||
Exercised | - | - | |||||||
Cancelled, forfeited or expired | - | - | |||||||
Outstanding at February 28, 2015 | 10,470,000 | $ | 0.1 | ||||||
Options exercisable at February 28, 2015 | 5,436,667 | $ | 0.1 | ||||||
Fair value of options vesting during the nine months ended February 28, 2015 | $ | 524,349 | |||||||
Schedule of estimated fair value of options granted | |||||||||
Total number of shares issued under options | 10,470,000 | ||||||||
Stock price | $ | 0.1 | |||||||
Exercise price | $ | 0.1 | |||||||
Time to expiration – days (2 year options) | 730 | ||||||||
Time to expiration – days (5 year options) | 1,826 | ||||||||
Risk free interest rate (2 year options) | 0.42 | % | |||||||
Risk free interest rate (5 year options) | 1.58 | % | |||||||
Forfeiture rate (all options) | 0 | % | |||||||
Estimated volatility (all options) | 150 | % | |||||||
Weighted-average fair value of options granted | 0.09 | ||||||||
Dividend | - | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | |
Advertising and marketing expense | $104,383 | $184,027 | $996,107 | $474,459 | ||||
Options exercisable, Number of shares | 5,436,667 | 5,436,667 | ||||||
Options exercisable, Weighted Average Exercise Price Per share | $0.10 | $0.10 | ||||||
Term of warrant | 5 years | |||||||
Warrant [Member] | ||||||||
Term of warrant | 5 years | 5 years | 5 years | |||||
Series A Convertible preferred stock [Member] | ||||||||
Preferred stock, shares outstanding | 2,010,000 | |||||||
Stock issued during period, shares, conversion of convertible securities | 21,856,666 | |||||||
Series A Convertible preferred stock [Member] | Minimum [Member] | ||||||||
Additional common stock, exercise price per share | $0.10 | $0.10 | ||||||
Series A Convertible preferred stock [Member] | Maximum [Member] | ||||||||
Additional common stock, exercise price per share | $0.15 | $0.15 | ||||||
Series A Convertible preferred stock [Member] | Warrant [Member] | ||||||||
Right to purchase number of common shares | 55,026,666 | 55,026,666 | ||||||
Series A Convertible preferred stock [Member] | Warrant [Member] | Minimum [Member] | ||||||||
Excercise price of common stock | $0.05 | $0.05 | ||||||
Series A Convertible preferred stock [Member] | Warrant [Member] | Maximum [Member] | ||||||||
Excercise price of common stock | $0.22 | $0.22 | ||||||
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 $) | 9 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | 31-May-14 | |
Going Concern [Abstract] | |||
Deficit | ($13,118,602) | ($10,138,108) | |
Working capital deficit | 4,216,832 | ||
Net cash used in operating activities | -2,994,143 | -2,072,813 | |
Amount raised through various financial instruments | $2,017,175 |
Short_Term_Loans_Details
Short Term Loans (Details) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Feb. 28, 2015 | Feb. 28, 2014 | 31-May-14 | Jan. 23, 2015 | Jan. 23, 2015 | Aug. 04, 2014 | Aug. 04, 2014 | Jul. 23, 2014 | Jul. 23, 2014 | Jul. 17, 2014 | Jul. 17, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Apr. 01, 2014 | Apr. 01, 2014 | Jan. 09, 2014 | Jan. 09, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | 31-May-14 | 31-May-14 | 31-May-14 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | 31-May-14 | Feb. 28, 2015 | 31-May-14 | 31-May-14 | 31-May-14 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | |
USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | July 10, 2013 [Member] | January 7, 2014 [Member] | January 9, 2014 [Member] | May 31, 2014 [Member] | July 17, 2014 [Member] | July 23, 2014 [Member] | August 4, 2014 [Member] | August 2014 (multiple dates) [Member] | 23-Jan-15 | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Twelve Month [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Three Month Term Loan [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | Other Loans [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | July 10, 2013 [Member] | January 7, 2014 [Member] | January 9, 2014 [Member] | May 31, 2014 [Member] | July 17, 2014 [Member] | July 23, 2014 [Member] | August 4, 2014 [Member] | August 2014 (multiple dates) [Member] | 23-Jan-15 | USD ($) | USD ($) | CAD | July 10, 2013 [Member] | January 7, 2014 [Member] | January 9, 2014 [Member] | May 31, 2014 [Member] | July 17, 2014 [Member] | July 23, 2014 [Member] | August 4, 2014 [Member] | August 2014 (multiple dates) [Member] | 23-Jan-15 | USD ($) | USD ($) | July 10, 2013 [Member] | January 7, 2014 [Member] | January 9, 2014 [Member] | May 31, 2014 [Member] | July 17, 2014 [Member] | July 23, 2014 [Member] | August 4, 2014 [Member] | August 2014 (multiple dates) [Member] | 23-Jan-15 | ||||||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowing | $250,116 | $477,311 | $16,098 | 20,000 | $93,458 | 100,000 | $50,234 | 53,750 | $100,915 | 110,000 | $90,777 | 100,000 | $219,480 | 240,000 | $271,200 | 300,000 | $253,200 | 280,000 | $336,000 | $253,200 | $271,200 | $477,311 | $100,915 | $50,234 | $93,458 | $125,000 | $16,098 | $336,000 | $336,000 | $253,200 | $253,200 | $271,200 | $271,200 | $100,915 | $50,234 | $93,458 | $125,000 | $16,098 | ||||||||||||||||||||||||
Short-term debt, fair value | 477,311 | 477,311 | 477,311 | 220,159 | 257,152 | 257,152 | 28,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments and accrued interest | -75,787 | -11,889 | -22,394 | -15,841 | -1,474 | 3,952 | -51,919 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of short-term debt | 358,678 | -271,200 | -46,025 | -142,506 | -132,805 | -271,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount ending | -215,777 | -100,000 | -100,000 | -90,777 | -125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term debt, fair value | $250,116 | $477,311 | $151,740 | $22,395 | $257,152 | 28,000 | $75,981 |
Short_Term_Loans_Details_Textu
Short Term Loans (Details Textual) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||||||||||
Oct. 06, 2014 | Sep. 02, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Jul. 17, 2014 | Jul. 17, 2014 | Jan. 09, 2014 | Jan. 09, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jan. 23, 2015 | Jan. 23, 2015 | Jul. 23, 2014 | Jul. 23, 2014 | Jun. 12, 2014 | Jun. 12, 2014 | 8-May-14 | Apr. 01, 2014 | Apr. 01, 2014 | Feb. 28, 2015 | Feb. 28, 2015 | Jun. 27, 2014 | Jun. 27, 2014 | 31-May-14 | 31-May-13 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Aug. 04, 2014 | Aug. 04, 2014 | |
USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | April 1, 2014 [Member] | August 2014 (multiple dates) [Member] | July 17, 2014 [Member] | July 17, 2014 [Member] | August 4, 2014 [Member] | August 4, 2014 [Member] | |||
USD ($) | USD ($) | USD ($) | CAD | USD ($) | CAD | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||
Short term loans | $93,458 | 100,000 | $100,915 | 110,000 | $271,200 | 300,000 | $253,200 | 280,000 | $16,098 | 20,000 | $50,234 | 53,750 | $219,480 | 240,000 | $250,116 | $90,777 | 100,000 | $477,311 | $125,000 | $15,996 | 20,000 | ||||||||||
Previously converted a portion of a previous loan from lender | 350,000 | ||||||||||||||||||||||||||||||
Debt instrument, maturity date | 14-Aug-14 | 14-Aug-14 | 31-Dec-14 | 31-Dec-14 | 24-Feb-14 | 24-Feb-14 | 7-Apr-14 | 7-Apr-14 | 26-Jan-15 | 26-Jan-15 | 5-Aug-14 | 5-Aug-14 | 10-Jul-14 | 10-Jul-14 | 31-Aug-14 | ||||||||||||||||
Interest rate percent | 1.00% | 1.00% | 12.00% | 12.00% | 12.00% | 12.00% | 1.00% | 1.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||
Repayment of principle | 22,768 | 25,000 | 142,056 | 152,000 | 7,426 | 46,025 | 50,000 | 77,145 | 90,000 | ||||||||||||||||||||||
Short-term Debt, Fair Value | 250,116 | 477,311 | 477,311 | 151,740 | |||||||||||||||||||||||||||
Short term loans, outstanding | 175,330 | 190,000 | 22,395 | 28,000 | 59,986 | 75,000 | |||||||||||||||||||||||||
Preparation fee | $3,210 | 3,500 | $13,500 | 15,000 | $25,300 | 28,000 | $1,610 | 2,000 | $5,841 | 6,250 | |||||||||||||||||||||
Debt instrument, Fee description | This loan carries a 1% arrangement fee and an interest rate of 1% per month. | This loan carries a 1% arrangement fee and an interest rate of 1% per month. | A preparation fee of 5% or $13,500 (Canadian $15,000) was paid at inception. | A preparation fee of 5% or $13,500 (Canadian $15,000) was paid at inception. | A preparation fee of 10% or $25,300 (Canadian $28,000) was paid at inception. | A preparation fee of 10% or $25,300 (Canadian $28,000) was paid at inception. | |||||||||||||||||||||||||
Convertible promissory note, term of conversion feature, Description | (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 October 6, 2016; and (ii) a warrant entitling the holder thereof to purchase 333,333 shares of common stock (Series D Warrant) at a purchase price of $0.22 per share that expires on October 6, 2019. | (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 per share with a price protection clause on any conversion feature issued after the issuance date that matures on September 2, 2016; and (ii) a warrant entitling the holder thereof to purchase 833,334 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on September 2, 2019. | 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 1,666,667 issuable shares of common stock (Series C warrants) at a purchase price of $0.22 per share . | 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 1,666,667 issuable shares of common stock (Series C warrants) at a purchase price of $0.22 per share . |
Line_of_Credit_Loan_Agreement_1
Line of Credit - Loan Agreement and Promissory Note (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 26, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | 31-May-14 | |
Line of Credit - Loan Agreement and Promissory Note [Abstract] | ||||
Line of credit | $150,000 | $2,275,000 | $800,000 | |
Line of credit borrowed | 3,000,000 | 1,900,155 | ||
Line of credit facility,Term description | The loan agreement is for an initial two year term subject to the lender's right to demand repayment of the outstanding balance. | |||
Proceeds from line of credit, net | 200,000 | 1,475,000 | ||
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. | |||
Repayment of line of credit | 425,155 | |||
Warrants expiration, Term | 5 years | |||
Additional amount withdrawn under line of credit | 100,000 | 1,475,000 | ||
Warrants issued on additional amount borrowed under line of credit | 1,000,000 | 2,000,000 | ||
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. | |||
Issuance of warrants | $1,495,200 | |||
Warrants issued | 8,000,000 |
Convertible_Promissory_Notes_a2
Convertible Promissory Notes and Debentures (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2015 | 31-May-14 | Jul. 23, 2014 | Jul. 17, 2014 | Dec. 12, 2014 | Nov. 30, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | |
Short-term Debt [Line Items] | ||||||||
Borrowings | $3,124,750 | $2,391,500 | $50,234 | $100,915 | ||||
Conversions | -80,000 | -65,000 | ||||||
Repayments | -182,500 | -78,500 | ||||||
Convertible notes and debt at fair value at commitment date | 1,230,465 | 2,573,057 | ||||||
Change in fair value | -1,077,797 | 50,675 | ||||||
Repayments (cash) | -238,271 | -64,603 | ||||||
Conversions to common stock | -105,817 | -51,954 | ||||||
Convertible notes and debt at fair value | 2,315,755 | 1,230,465 | ||||||
Current | 1,137,378 | 100,846 | ||||||
Long term | 1,178,377 | 2,406,329 | ||||||
Convertible Debt, Fair Value Disclosures Net | 2,315,755 | 1,230,465 | ||||||
JMJ Financial [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 80,000 | 40,000 | ||||||
Conversions | -80,000 | -65,000 | ||||||
Repayments | -90,000 | |||||||
Convertible notes and debt at fair value at commitment date | -98,014 | 295,111 | -137,071 | -54,286 | -142,812 | |||
Change in fair value | -70,223 | -100,968 | ||||||
Repayments (cash) | -103,220 | |||||||
Conversions to common stock | -105,817 | -51,954 | ||||||
Convertible notes and debt at fair value | -656,507 | -98,014 | -137,071 | -54,286 | -142,812 | |||
Current | ||||||||
Long term | 142,189 | |||||||
Convertible Debt, Fair Value Disclosures Net | -656,507 | -98,014 | -137,071 | -54,286 | -142,812 | |||
Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 430,750 | 92,500 | ||||||
Conversions | ||||||||
Repayments | -92,500 | -78,500 | ||||||
Convertible notes and debt at fair value at commitment date | 656,507 | 191,226 | ||||||
Change in fair value | -116,823 | -25,777 | ||||||
Repayments (cash) | -135,051 | -64,603 | ||||||
Conversions to common stock | ||||||||
Convertible notes and debt at fair value | 505,479 | 656,507 | ||||||
Current | 505,479 | 100,846 | ||||||
Long term | ||||||||
Convertible Debt, Fair Value Disclosures Net | 505,479 | 656,507 | ||||||
Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 2,694,000 | 2,219,000 | ||||||
Conversions | ||||||||
Repayments | ||||||||
Convertible notes and debt at fair value at commitment date | 436,887 | 2,086,720 | ||||||
Change in fair value | -890,751 | 177,420 | ||||||
Repayments (cash) | ||||||||
Conversions to common stock | ||||||||
Convertible notes and debt at fair value | 1,810,276 | 436,887 | ||||||
Current | 631,899 | |||||||
Long term | 1,178,377 | 2,264,140 | ||||||
Convertible Debt, Fair Value Disclosures Net | 1,810,276 | 436,887 | ||||||
Borrowing on October 9, 2013 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 78,500 | |||||||
Borrowing on October 9, 2013 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 78,500 | |||||||
Borrowing on November 15, 2013 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 65,000 | |||||||
Borrowing on November 15, 2013 [Member] | JMJ Financial [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 65,000 | |||||||
Borrowing on December 12, 2013 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 42,500 | |||||||
Borrowing on December 12, 2013 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 42,500 | |||||||
Borrowing on February 21, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 40,000 | |||||||
Borrowing on February 21, 2014 [Member] | JMJ Financial [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 40,000 | |||||||
Borrowing on December 17, 2013 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on December 17, 2013 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on January 29, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 395,000 | |||||||
Borrowing on January 29, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 395,000 | |||||||
Borrowing on February 27, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 305,000 | |||||||
Borrowing on February 27, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 305,000 | |||||||
Borrowing on April 1, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 469,000 | |||||||
Borrowing on April 1, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 469,000 | |||||||
Borrowing on April 16, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 40,000 | |||||||
Borrowing on April 16, 2014 [Member] | JMJ Financial [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 40,000 | |||||||
Borrowing on April 23, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on April 23, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on May 30, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 1,000,000 | |||||||
Borrowing on May 30, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 1,000,000 | |||||||
Borrowing on June 27, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 250,000 | |||||||
Borrowing on June 27, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 250,000 | |||||||
Borrowing on September 2, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 125,000 | |||||||
Borrowing on September 2, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 125,000 | |||||||
Borrowing on September 3, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on September 3, 2014 [Member] | JMJ Financial [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on October 6, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on October 6, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on October 22, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 40,000 | |||||||
Borrowing on October 22, 2014 [Member] | JMJ Financial [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 40,000 | |||||||
Borrowing on October 27, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on October 27, 2014 [Member] | Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on December 24, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 75,000 | |||||||
Borrowing on December 24, 2014 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 75,000 | |||||||
Borrowing on December 24, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 100,000 | |||||||
Borrowing on December 24, 2014 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 100,000 | |||||||
Borrowing on December 29, 2014 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on December 29, 2014 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 50,000 | |||||||
Borrowing on February 4, 2015 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 115,000 | |||||||
Borrowing on February 4, 2015 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 115,000 | |||||||
Borrowing on February 9, 2015 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | 90,750 | |||||||
Borrowing on February 9, 2015 [Member] | Other Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | $90,750 |
Convertible_Promissory_Notes_a3
Convertible Promissory Notes and Debentures (Details 1) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||||||
Aug. 14, 2014 | Feb. 27, 2014 | Feb. 28, 2015 | 31-May-14 | Apr. 01, 2014 | Jan. 29, 2014 | Nov. 30, 2014 | Aug. 31, 2014 | 31-May-14 | Nov. 30, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | Nov. 15, 2013 | Jun. 07, 2013 | 31-May-13 | |
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Fair value of promissory notes | $2,315,755 | $1,230,465 | $1,230,465 | 2,315,755 | $2,573,057 | ||||||||||
Stock price | $0.10 | $0.72 | |||||||||||||
Dividend | |||||||||||||||
Warrant [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Fair value derivative liability warrant | 280,462 | 2,531,282 | 2,531,282 | 280,462 | 4,050,278 | ||||||||||
Series A Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.04 | $0.16 | $0.16 | 0.04 | |||||||||||
Current exercise price | $0.10 | $0.10 | $0.10 | 0.1 | |||||||||||
Time to expiration - days | 1826 days | ||||||||||||||
Risk free interest rate | 1.49% | 1.54% | |||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | ||||||||||||
Dividend | |||||||||||||||
Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Gross proceeds | 305,000 | 469,000 | 395,000 | ||||||||||||
Fair value of promissory notes | -247,696 | -665,511 | -320,787 | ||||||||||||
Fair value derivative liability warrant | -125,050 | -776,664 | -161,950 | ||||||||||||
Financing expense on the issuance of promissory notes | 67,746 | 973,175 | 87,737 | ||||||||||||
Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Gross proceeds | 1,050,000 | 225,000 | 250,000 | 1,050,000 | |||||||||||
Fair value of promissory notes | -852,726 | -182,720 | -254,167 | -852,726 | |||||||||||
Fair value derivative liability warrant | -152,951 | ||||||||||||||
Fair value of equity warrants | -197,274 | -197,274 | |||||||||||||
Financing expense on the issuance of promissory notes | 110,671 | 4,167 | |||||||||||||
Maximum [Member] | Series A Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 1674 days | 1766 days | |||||||||||||
Minimum [Member] | Series A Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 1550 days | 1704 days | |||||||||||||
Fair value at commitment date [Member] | Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | 0.05 | $0.18 | $0.05 | ||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | ||||||||||||
Dividend | |||||||||||||||
Market interest rate for the Company | 18.00% | 18.00% | 18.00% | ||||||||||||
Fair value at commitment date [Member] | Convertible Debentures with Series A and B Warrants [Member] | Warrant [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 1826 days | 1826 days | 1826 days | ||||||||||||
Risk free interest rate | 1.51% | 1.74% | 1.52% | ||||||||||||
Fair value at commitment date [Member] | Convertible Debentures with Series A and B Warrants [Member] | Series A Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Current exercise price | 0.15 | $0.15 | $0.15 | ||||||||||||
Fair value at commitment date [Member] | Convertible Debentures with Series A and B Warrants [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Current exercise price | 0.1 | $0.10 | $0.10 | ||||||||||||
Time to expiration - days | 731 days | 731 days | 732 days | ||||||||||||
Risk free interest rate | 0.32% | 0.32% | 0.32% | ||||||||||||
Fair value at commitment date [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.20 | ||||||||||||||
Current exercise price | $0.15 | $0.15 | $0.15 | ||||||||||||
Time to expiration - days | 731 days | 731 days | |||||||||||||
Risk free interest rate | 0.45% | 0.37% | |||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | |||||||||||||
Dividend | |||||||||||||||
Market interest rate for the Company | 18.00% | 18.00% | |||||||||||||
Fair value at commitment date [Member] | Maximum [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.16 | $0.16 | |||||||||||||
Fair value at commitment date [Member] | Minimum [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.15 | $0.15 | |||||||||||||
Fair value of promissory notes at May 31, 2014 [Member] | Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | 0.16 | $0.16 | $0.16 | ||||||||||||
Current exercise price | 0.1 | $0.10 | $0.10 | ||||||||||||
Time to expiration - days | 638 days | 671 days | 610 days | ||||||||||||
Risk free interest rate | 0.37% | 0.37% | 0.37% | ||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | ||||||||||||
Dividend | |||||||||||||||
Fair value of promissory notes at May 31, 2014 [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.16 | $0.16 | |||||||||||||
Current exercise price | $0.15 | $0.15 | |||||||||||||
Risk free interest rate | 0.37% | ||||||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||||||
Dividend | |||||||||||||||
Market interest rate for the Company | 18.00% | ||||||||||||||
Fair value of promissory notes at May 31, 2014 [Member] | Maximum [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 730 days | ||||||||||||||
Fair value of promissory notes at May 31, 2014 [Member] | Minimum [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 693 days | ||||||||||||||
Fair value of promissory notes at February 28, 2015 [Member] | Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 364 days | 398 days | 335 days | ||||||||||||
Dividend | |||||||||||||||
Fair value of promissory notes at February 28, 2015 [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 485 days | ||||||||||||||
Fair value of promissory notes at February 28, 2015 [Member] | Maximum [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 607 days | 457 days | |||||||||||||
Fair value of promissory notes at February 28, 2015 [Member] | Minimum [Member] | Covertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 552 days | 420 days | |||||||||||||
JMJ Financial [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Gross proceeds | 430,750 | 40,000 | 90,000 | 40,000 | 65,000 | 430,750 | 40,000 | ||||||||
Fair value of promissory notes | -656,507 | -98,014 | -137,071 | -98,014 | -142,812 | -656,507 | -54,286 | 295,111 | |||||||
Fair value of equity warrants | -37,100 | -37,100 | |||||||||||||
Financing expense on the issuance of promissory notes | $262,857 | $58,014 | $47,071 | $58,014 | $77,812 | 262,857 | $14,286 | ||||||||
Stock price | $0.05 | 0.05 | |||||||||||||
Current exercise price | |||||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | |||||||||||||||
Dividend | |||||||||||||||
JMJ Financial [Member] | Fair value at commitment date [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.14 | $0.14 | $0.07 | $0.05 | |||||||||||
Current exercise price | $0.05 | $0.05 | $0.05 | $0.03 | |||||||||||
Time to expiration - days | 578 days | 730 days | 632 days | ||||||||||||
Risk free interest rate | 0.37% | 0.11% | 0.08% | ||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | ||||||||||
Dividend | |||||||||||||||
JMJ Financial [Member] | Fair value at commitment date [Member] | Maximum [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.07 | $0.12 | 0.07 | ||||||||||||
Current exercise price | $0.10 | $0.06 | 0.1 | ||||||||||||
Time to expiration - days | 436 days | 365 days | |||||||||||||
Risk free interest rate | 0.11% | 0.26% | |||||||||||||
JMJ Financial [Member] | Fair value at commitment date [Member] | Minimum [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.05 | $0.04 | 0.05 | ||||||||||||
Current exercise price | $0.02 | $0.04 | 0.02 | ||||||||||||
Time to expiration - days | 389 days | 181 days | |||||||||||||
Risk free interest rate | 0.10% | 0.14% | |||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at May 31, 2014 [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $0.16 | $0.16 | $0.16 | ||||||||||||
Current exercise price | $0.08 | $0.08 | $0.08 | ||||||||||||
Time to expiration - days | 533 days | 533 days | |||||||||||||
Risk free interest rate | 0.37% | 0.37% | |||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | |||||||||||||
Dividend | |||||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at February 28, 2015 [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | |||||||||||||||
Current exercise price | |||||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||||||
Dividend | |||||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at February 28, 2015 [Member] | Maximum [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Current exercise price | $0.10 | 0.1 | |||||||||||||
Time to expiration - days | 346 days | ||||||||||||||
Risk free interest rate | 0.22% | ||||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at February 28, 2015 [Member] | Minimum [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Current exercise price | $0.03 | 0.03 | |||||||||||||
Time to expiration - days | 115 days | ||||||||||||||
Risk free interest rate | 0.07% |
Convertible_Promissory_Notes_a4
Convertible Promissory Notes and Debentures (Details Textual) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 13 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||
Oct. 06, 2014 | Sep. 02, 2014 | Aug. 04, 2014 | Jul. 17, 2014 | Jun. 13, 2014 | Apr. 01, 2014 | Jan. 09, 2014 | Jan. 07, 2014 | Jan. 23, 2015 | Jul. 23, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Feb. 28, 2015 | 31-May-14 | Mar. 28, 2014 | Aug. 14, 2014 | Jun. 27, 2014 | Jun. 07, 2013 | Dec. 24, 2014 | Dec. 24, 2014 | Dec. 29, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Feb. 28, 2015 | 31-May-14 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Jun. 10, 2014 | Jun. 13, 2014 | Dec. 17, 2013 | Dec. 12, 2013 | Oct. 09, 2013 | Mar. 28, 2014 | Feb. 28, 2013 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Apr. 01, 2014 | Oct. 27, 2014 | Sep. 30, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | Feb. 28, 2015 | 31-May-14 | Apr. 16, 2014 | Feb. 21, 2014 | Dec. 24, 2014 | Dec. 24, 2014 | Dec. 29, 2014 | Feb. 04, 2015 | Feb. 09, 2015 | Jan. 23, 2015 | Dec. 12, 2014 | Sep. 30, 2014 | Feb. 28, 2015 | Oct. 22, 2014 | Sep. 03, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Dec. 31, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | Sep. 02, 2014 | |
Investor | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Investor | USD ($) | JSJ Investment Inc [Member] | LG Capital Funding, LLC [Member] | Vista Capital Investments, LLC [Member] | Accredited investors [Member] | Accredited investors [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | 8% Convertible Note [Member] | 8% Convertible Note [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] | 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] | 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] | |||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | JSJ Investment Inc [Member] | LG Capital Funding, LLC [Member] | Vista Capital Investments, LLC [Member] | Typenex Co-Investments, LLC [Member] | Iconic Holdings, LLC [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series B Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series D Warrants [Member] | Series D Warrants [Member] | Issuance of unit one [Member] | Issuance of unit one [Member] | Issuance of unit one [Member] | Issuance of unit one [Member] | Issuance of unit two [Member] | Issuance of unit two [Member] | Issuance of unit three [Member] | ||||||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $100,000 | $75,000 | $110,000 | $50,000 | $42,500 | $78,500 | $78,500 | $469,000 | $305,000 | $395,000 | $500,000 | $100,000 | $75,000 | $110,000 | $115,000 | $220,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on principal amount | 50,000 | 50,000 | 90,750 | 40,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 8.00% | 8.00% | 8.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 12.00% | 6.00% | 15.00% | 8.00% | 12.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | 14-Aug-14 | 31-Dec-14 | 10-Jul-14 | 24-Feb-14 | 7-Apr-14 | 26-Jan-15 | 5-Aug-14 | 23-Jun-15 | 24-Dec-15 | 29-Dec-15 | 27-Jun-19 | 30-May-16 | 23-Apr-16 | 13-Sep-14 | 6-Sep-14 | 2-Jul-14 | 6-Oct-16 | 2-Sep-16 | 27-Jun-16 | 30-May-16 | 23-Apr-16 | 6-Oct-16 | 23-Jun-15 | 24-Dec-15 | 29-Dec-15 | 4-Jan-16 | 9-Feb-16 | 2-Sep-19 | 27-Jun-19 | 30-May-19 | 23-Apr-19 | 6-Oct-19 | 27-Oct-19 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 24.00% | 22.00% | 16.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | (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 October 6, 2016; and (ii) a warrant entitling the holder thereof to purchase 333,333 shares of common stock (Series D Warrant) at a purchase price of $0.22 per share that expires on October 6, 2019. | (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 per share with a price protection clause on any conversion feature issued after the issuance date that matures on September 2, 2016; and (ii) a warrant entitling the holder thereof to purchase 833,334 shares of common stock (Series C Warrant) at a purchase price of $0.22 per share that expires on September 2, 2019. | 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 1,666,667 issuable shares of common stock (Series C warrants) at a purchase price of $0.22 per share . | The note may be converted into common stock of the Company at any time beginning on the 180th day. | The note may be converted into common stock of the Company at any time beginning on the 180th day. | The note may be converted into common stock of the Company at any time beginning on the 180th day. | The Convertible Note may be converted into common stock of the Company at any time beginning on the 180th day of the date from issuance. | The Convertible Note may be converted into common stock of the Company at any time beginning on the 180th day of the date from issuance. | The Convertible Promissory Note is due two years from the effective date of each payment. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 50% of the lowest 15 days prior to conversion or 10 cents. | Conversion price of 55% of the average of 2 lowest closing bid prices from the 10 days prior to conversion or 10 cents. | Conversion price of 60% of the lowest closing bid prices from the 25 days prior to conversion or 10 cents. | The conversion price is 61% of the average of the lowest three closing bid prices of the Company's common stock for the ten trading days immediately prior to the conversion date. | The 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. | The note may be converted into shares common stock of the Company at any time beginning on the 180th day of the date of the note at a conversion price of 50% of the lowest 15 days prior to conversion or 10 cents. Early payback penalties are 140% from 120-150 days and 150% up to the maturity date of the note. | The note may be converted into shares of 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 of 2 lowest closing bid prices from the 10 days prior to conversion or 10 cents. Early payback penalties are 150% and is eligible up to 180 days from the inception of the note. | The note may be converted into shares common stock of the Company at any time beginning on the 180th day of the date of the note at a conversion price of 60% of the lowest trading price from the 25 days prior to conversion or 10 cents. Early payback penalties are 125% up to 90 days and 145% after 90 days. | The note may be converted into common stock at 10 cents six months after the sale of Note. The company can repay the Note within the first six months at a penalty of 125% of principal amount. After 6 months, repayments can be made on an installment basis, either in cash (plus OID), or in shares, and if paid in shares it is at a discount to market which is 70% of market price with a look back. The installments must be made on a monthly schedule if the lender does not convert at their option at the 10 cent price. Included in this financing was 700,000 fixed price warrants with no price protection at 10 cents. | The note may be converted into shares common stock of the Company at any time beginning on the 180th day of the date of the note at a conversion price of 60% of the lowest average daily trading price from the 25 days prior to conversion or 10 cents. Early payback penalties are 115% from 1-60 days, 125% between 61 and 120 days, 130% between 121 and 180 days and may not be paid back after 180 days without consent from the Holder. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | Early payback penalties are 140% from 120-150 days and 150% up to the maturity date of the note. | Early payback penalties are 150% and is eligible up to 180 days from the inception of the note. | Early payback penalties are 125% up to 90 days and 145% after 90 days. | 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 | 10.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise or strike price | $0.10 | $0.10 | $0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $0.10 | $0.72 | $0.04 | $0.16 | $0.15 | $0.15 | $0.15 | $0.20 | $0.20 | $0.20 | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | 125 | 250 | 1,000 | 50 | 469 | 305 | 395 | 50 | 50 | 25 | 125 | 75 | 125 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 125,000 | 250,000 | 1,000,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note par value | $1,000 | $1,000 | $1,000 | $1,000 | $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 | 833,334 | 1,666,667 | 6,666,667 | 333,333 | 333,333 | 333,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $1,000 | $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 | 3 months | 24 months | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $0.15 | $0.15 | $0.15 | $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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount paid | 59,051 | 25,000 | 109,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayment fees | 25,000 | 78,500 | 42,500 | 76,000 | 78,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional borrowings | 65,000 | 40,000 | 40,000 | 40,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | -105,817 | -51,954 | 90,777 | 100,000 | 150,000 | 40,000 | 65,000 | 40,000 | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | 1,111,704 | 1,605,794 | 1,111,704 | 1,960,641 | 400,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of accredited investors | 3 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of trade payables | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, additional paid in capital | $37,100 | $2,609,256 | $37,100 |
Common_Stock_Details
Common Stock (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||
Feb. 28, 2015 | 31-May-14 | Nov. 20, 2014 | Nov. 05, 2014 | Oct. 23, 2014 | Sep. 16, 2014 | Sep. 03, 2014 | 19-May-14 | 16-May-14 | Jan. 05, 2015 | Dec. 11, 2014 | Nov. 03, 2014 | Oct. 01, 2014 | Sep. 10, 2014 | 9-May-14 | Jun. 24, 2013 | Oct. 23, 2013 | Nov. 15, 2013 | Mar. 28, 2013 | Apr. 28, 2014 | Mar. 21, 2013 | |
Common Stock (Textual) | |||||||||||||||||||||
Common stock issuance description | (i) 18,440,000 shares of Common Stock issuable to them upon exercise of promissory notes and (ii) 45,880,000 shares of Common Stock issuable to them upon exercise of warrants. | ||||||||||||||||||||
Issuance of common share for consulting services | $175,000 | $215,711 | |||||||||||||||||||
Additional common stock issued for consulting services, shares | 75,926,665 | ||||||||||||||||||||
Convertible notes principal amount | 65,000 | ||||||||||||||||||||
Number of convertible preferred stock converted | 9,360,000 | ||||||||||||||||||||
Common stock, par value | $0.00 | $0.00 | |||||||||||||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | -124,567 | ||||||||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Warrants exercise price | $0.10 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Warrants exercise price | $0.22 | ||||||||||||||||||||
Intertainment Media Inc [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Exchange of common stock shares | 70,000,000 | ||||||||||||||||||||
Jmj Financial [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Stock issued for consulting services, shares | 810,641 | 700,000 | 450,000 | 841,704 | 270,000 | 1,205,794 | 400,000 | ||||||||||||||
Convertible notes principal amount | 40,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Stock issued for consulting services, shares | 1,750,000 | 1,900,000 | 400,000 | 350,000 | 300,000 | ||||||||||||||||
Issuance of common share for consulting services | 175 | 190 | 40,000 | 35,000 | 42,000 | ||||||||||||||||
Additional common stock issued for consulting services | 33,000 | 15,000 | 40,000 | 15,000 | 30,000 | ||||||||||||||||
Additional common stock issued for consulting services, shares | 300,000 | 150,000 | 400,000 | 150,000 | 300,000 | ||||||||||||||||
Common stock shares to be issued for consulting services | 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 | ||||||||||||||||||||
Exchange of common stock shares | 15,000,000 | 15,000,000 | 13,333,333 | ||||||||||||||||||
Exchange of common stock value | 2,000,000 | 2,000,000 | |||||||||||||||||||
Common Stock [Member] | Intertainment Media Inc [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Stock issued for consulting services, shares | 500,000 | 1,666,667 | 1,666,667 | ||||||||||||||||||
Issuance of common share for consulting services | $75,000 | $133,333 | $133,333 |
Preferred_Stock_and_Warrants_D
Preferred Stock and Warrants (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||
Jun. 07, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | Aug. 14, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Gross Proceeds | $165,000 | $165,000 | ||
Derivative preferred stock liability fair value | -1,025,475 | |||
Derivative warrant liability fair value | -1,146,915 | |||
Financing expense on issuance of derivative instruments | $2,007,390 | |||
Stock price | $0.72 | $0.10 | ||
Current exercise price | $0.10 | |||
Time to expiration - days | 1 year | |||
Risk free interest rate | 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 | |||
Estimated volatility | 100.00% | |||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Time to expiration - days | 1826 days | |||
Estimated volatility | 150.00% |
Preferred_Stock_and_Warrants_D1
Preferred Stock and Warrants (Details 1) | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2015 | 31-May-14 | Aug. 14, 2014 | |
Preferred Stock And Warrants [Line Items] | |||
Beginning Balance, Number of shares | 10,470,000 | ||
Ending Balance, Number of shares | 10,470,000 | 10,470,000 | |
Preferred Stock [Member] | |||
Preferred Stock And Warrants [Line Items] | |||
Beginning Balance, Number of shares | 2,010,000 | 7,710,000 | |
Issued on June 7, 2013 | 1,650,000 | ||
Conversion of preferred stock into common stock | -2,010,000 | -7,350,000 | |
Ending Balance, Number of shares | 2,010,000 |
Preferred_Stock_and_Warrants_D2
Preferred Stock and Warrants (Details 2) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||
31-May-13 | Feb. 28, 2015 | 31-May-14 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Feb. 04, 2015 | Nov. 15, 2013 | Jun. 07, 2013 | Mar. 28, 2013 | Mar. 26, 2014 | Nov. 30, 2013 | |
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Outstanding | 47,860,000 | 7,710,000 | 7,710,000 | 8,000,000 | ||||||||||||||
Exercised and expired | ||||||||||||||||||
Outstanding | 7,710,000 | 55,026,666 | 47,860,000 | 8,000,000 | ||||||||||||||
Line of Credit [Member] | ||||||||||||||||||
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Issued to Lender - Line of Credit | 8,000,000 | |||||||||||||||||
Exercise Price | $0.10 | |||||||||||||||||
Expiration | 7-Apr-19 | |||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Issued | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||||
Outstanding | 11,690,000 | 11,690,000 | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||
Exercise Price | $0.10 | $0.10 | $0.10 | |||||||||||||||
Expiration | 1-Apr-19 | 27-Feb-19 | 29-Jan-19 | |||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Issued | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||||
Exercise Price | $0.20 | $0.20 | $0.20 | |||||||||||||||
Expiration | 1-Apr-19 | 27-Feb-19 | 29-Jan-19 | |||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Issued | 833,333 | 1,666,667 | 6,666,667 | 333,333 | ||||||||||||||
Exercise Price | $0.22 | $0.22 | $0.22 | $0.22 | ||||||||||||||
Expiration | 2-Sep-19 | 27-Jun-19 | 30-May-19 | 23-Apr-19 | ||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Issued | 333,333 | 333,333 | ||||||||||||||||
Exercise Price | $0.22 | $0.22 | ||||||||||||||||
Expiration | 6-Oct-19 | 27-Oct-19 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Preferred Stock And Warrants [Line Items] | ||||||||||||||||||
Outstanding | 7,710,000 | 7,710,000 | ||||||||||||||||
Issued | 3,700,000 | 3,300,000 | 700,000 | 120,000 | 1,650,000 | 4,010,000 | 120,000 | |||||||||||
Exercised and expired | ||||||||||||||||||
Outstanding | 7,710,000 | |||||||||||||||||
Exercise Price | $0.05 | $0.15 | $0.10 | $0.10 | $0.05 | $0.10 | ||||||||||||
Expiration | 31-May-18 | 30-May-19 | 4-Feb-20 | 15-Nov-18 | 7-Jun-18 | 28-Mar-18 |
Preferred_Stock_and_Warrants_D3
Preferred Stock and Warrants (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||
Feb. 28, 2015 | 31-May-14 | Feb. 04, 2015 | Jun. 07, 2013 | Mar. 29, 2014 | Nov. 30, 2013 | 31-May-13 | Mar. 28, 2013 | Feb. 27, 2014 | Jan. 29, 2014 | Sep. 02, 2014 | 30-May-14 | Apr. 23, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Nov. 15, 2013 | Apr. 01, 2014 | Jun. 27, 2014 | |
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued to Loan Agreement - Credit Line | 50,336,666 | 8,000,000 | ||||||||||||||||
Issued to Loan Agreement - Credit Line, Equity Value | $4,262,478 | $1,495,200 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued | 3,300,000 | 700,000 | 1,650,000 | 120,000 | 3,700,000 | 4,010,000 | 120,000 | |||||||||||
Equity Value | 37,100 | 211,670 | 917,087 | 3,744 | 543,530 | 917,087 | ||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued | 3,300,000 | |||||||||||||||||
Equity Value | 165,330 | |||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued | 3,050,000 | 3,950,000 | 4,690,000 | |||||||||||||||
Equity Value | 224,135 | 397,895 | ||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued | 3,050,000 | 3,950,000 | 4,690,000 | |||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued | 833,333 | 6,666,667 | 333,333 | 1,666,667 | ||||||||||||||
Equity Value | 38,584 | 187,574 | 9,395 | |||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||
Preferred Stock And Warrants [ Textual] | ||||||||||||||||||
Issued | 333,333 | 333,333 | ||||||||||||||||
Equity Value | $15,567 | $15,667 |
Preferred_Stock_and_Warrants_D4
Preferred Stock and Warrants (Details Textual) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||
Feb. 03, 2015 | Feb. 28, 2015 | 31-May-14 | Aug. 14, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | 31-May-14 | 31-May-14 | Feb. 28, 2015 | Feb. 28, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Oct. 27, 2014 | Sep. 30, 2014 | 31-May-14 | Feb. 28, 2015 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | Oct. 06, 2014 | Oct. 06, 2014 | 31-May-14 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | Jun. 07, 2013 | 31-May-13 | Mar. 28, 2013 | 31-May-14 | Feb. 04, 2015 | Jun. 07, 2013 | Mar. 29, 2014 | Nov. 30, 2013 | 31-May-13 | Mar. 28, 2013 | Feb. 28, 2015 | 31-May-14 | Nov. 15, 2013 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Feb. 28, 2015 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Feb. 28, 2015 | Sep. 02, 2014 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | 30-May-14 | Apr. 23, 2014 | Dec. 31, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Oct. 06, 2014 | Oct. 27, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | |
USD ($) | USD ($) | USD ($) | Investor [Member] | Investor [Member] | May 31, 2013 [Member] | June 7, 2013 [Member] | Minimum [Member] | Maximum [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] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Line of Credit [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 B Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series C Warrants [Member] | Series D Warrants [Member] | Series D Warrants [Member] | Series D Warrants [Member] | Series D Warrants [Member] | Issuance of unit one [Member] | Issuance of unit one [Member] | Issuance of unit one [Member] | Issuance of unit one [Member] | Issuance of unit two [Member] | Issuance of unit two [Member] | ||
USD ($) | CAD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Consulting Firms One [Member] | Consulting Firms Two [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | USD ($) | USD ($) | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $0.00 | $0.00 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock par value per share | $0.00 | $0.00 | $0.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of shares on private placement | 9,360,000 | 9,360,000 | 9,360,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $0.10 | $0.10 | $0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Term of warrant | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $0.10 | $0.22 | $0.15 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.05 | $0.05 | $0.10 | $0.15 | $0.10 | $0.10 | $0.10 | $0.10 | $0.20 | $0.20 | $0.20 | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 | |||||||||||||||||||||||||||||||||||||||||||||
Weighted average exercise price | $0.10 | $0.10 | $0.14 | $0.16 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average remaining life of warrant | 4 years | 4 years 8 months 12 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 12.00% | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $936,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion into common stock, Units | 9,360,000 | 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 | 9,360,000 | 9,360,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issuable under warrants number of shares issued | 4,010,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issuable under warrants value | 37,100 | 211,670 | 917,087 | 3,744 | 543,530 | 917,087 | 224,135 | 397,895 | 38,584 | 187,574 | 9,395 | 15,567 | 15,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining shares issuable under warrants | 3,700,000 | 1,650,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated value of warrant | 12,888 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common stock | 700,000 | 1,650,000 | 120,000 | 3,700,000 | 4,010,000 | 3,300,000 | 120,000 | 4,690,000 | 3,050,000 | 3,950,000 | 4,690,000 | 3,050,000 | 3,950,000 | 833,333 | 1,666,667 | 6,666,667 | 333,333 | 333,333 | 333,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $0.15 | $0.15 | $0.15 | $0.15 | $0.15 | $0.10 | $0.15 | $0.15 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture par value | 1,000 | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | 125 | 250 | 1,000 | 50 | 469 | 305 | 395 | 50 | 50 | 25 | 125 | 75 | 125 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | 125,000 | 250,000 | 1,000,000 | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | ($105,817) | ($51,954) | $90,777 | 100,000 | $150,000 | $40,000 | $65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to lender for purchase shares common stock | 1,111,704 | 1,605,794 | 2,000,000 | 1,300,000 | 8,000,000 | 400,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date of convertible promissory note | 6-Oct-16 | 2-Sep-16 | 27-Jun-16 | 30-May-16 | 23-Apr-16 | 6-Oct-16 | 27-Jun-19 | 30-May-16 | 23-Apr-16 | 2-Sep-19 | 27-Jun-19 | 30-May-19 | 23-Apr-19 | 6-Oct-19 | 27-Oct-19 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock on conversion of Series A Preferred stock, shares | 2,010,000 |
Derivative_Preferred_Stock_and2
Derivative Preferred Stock and Warrant Liabilities (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Feb. 28, 2015 | 31-May-14 | |
Warrant | Warrant | |
SharesIssued_Warrants | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Warrants exercised or expired, Units | ||
Conversion into common stock, Units | 9,360,000 | |
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 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 | ||
Ending balance, No of units | ||
Shares Issuable Under Warrants | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Beginning balance, Value | 2,531,282 | 4,050,278 |
Beginning balance, No of units | 17,160,000 | 7,710,000 |
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 (price protection expiry and authorized share limit increase Notes 7 and 8) | -1,616,121 | -917,087 |
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 7 and 8), Units | -12,470,000 | -4,010,000 |
Warrants exercised or expired, Value | ||
Warrants exercised or expired, Units | ||
Decrease in fair value of derivative liability, Value | -1,234,699 | -2,822,124 |
Decrease in fair value of derivative liability, Units | ||
Ending balance, Value | $280,462 | $2,531,282 |
Ending balance, No of units | 4,690,000 | 17,160,000 |
Derivative_Preferred_Stock_and3
Derivative Preferred Stock and Warrant Liabilities (Details 1) (USD $) | 0 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | |||||||
Aug. 14, 2014 | Nov. 15, 2014 | Nov. 15, 2013 | 31-May-14 | Feb. 28, 2015 | Feb. 27, 2014 | Mar. 26, 2014 | Jun. 07, 2013 | 31-May-13 | Apr. 01, 2014 | Jan. 29, 2014 | |
Warrants - Series A (issuable under warrant) | 47,860,000 | 55,026,666 | 8,000,000 | 7,710,000 | |||||||
Current stock price | $0.10 | $0.72 | |||||||||
Dividend | |||||||||||
Warrant [Member] | |||||||||||
Warrants - Series A (issuable under warrant) | 7,710,000 | ||||||||||
Warrant [Member] | May 31, 2014 and November 15, 2013 [Member] | |||||||||||
Current stock price | $0.04 | $0.08 | $0.16 | ||||||||
Current exercise price | $0.10 | $0.10 | $0.10 | ||||||||
Time to expiration - days | 1446 days | 1826 days | 1629 days | ||||||||
Risk free interest rate | 1.49% | 1.37% | 1.54% | ||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | ||||||||
Dividend | |||||||||||
Warrant [Member] | June 8, 2014, June 1, 2014 and year ended May 31, 2014 [Member] | |||||||||||
Current stock price | $0.16 | ||||||||||
Current exercise price | $0.05 | ||||||||||
Risk free interest rate | 1.54% | ||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||
Dividend | |||||||||||
Warrant [Member] | June 8, 2014 [Member] | |||||||||||
Current stock price | $0.14 | ||||||||||
Current exercise price | $0.05 | ||||||||||
Time to expiration - days | 1461 days | ||||||||||
Risk free interest rate | 1.66% | ||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||
Dividend | |||||||||||
Warrant [Member] | June 1, 2014 [Member] | |||||||||||
Current stock price | $0.16 | ||||||||||
Current exercise price | $0.05 | ||||||||||
Time to expiration - days | 1461 days | ||||||||||
Risk free interest rate | 1.54% | ||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||
Dividend | |||||||||||
Warrant [Member] | January 29, 2015 [Member] | |||||||||||
Current stock price | $0.06 | ||||||||||
Current exercise price | $0.10 | ||||||||||
Time to expiration - days | 1461 days | ||||||||||
Risk free interest rate | 1.28% | ||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||
Dividend | |||||||||||
Warrant [Member] | February 27, 2015 [Member] | |||||||||||
Current stock price | $0.05 | ||||||||||
Current exercise price | $0.10 | ||||||||||
Time to expiration - days | 1461 days | ||||||||||
Risk free interest rate | 1.50% | ||||||||||
Estimated volatility (all options) | 150.00% | ||||||||||
Dividend | |||||||||||
Warrant [Member] | Maximum [Member] | June 8, 2014, June 1, 2014 and year ended May 31, 2014 [Member] | |||||||||||
Time to expiration - days | 1468 days | ||||||||||
Warrant [Member] | Minimum [Member] | June 8, 2014, June 1, 2014 and year ended May 31, 2014 [Member] | |||||||||||
Time to expiration - days | 1461 days | ||||||||||
Series A Warrants [Member] | |||||||||||
Warrants - Series A (issuable under warrant) | 11,690,000 | 11,690,000 | 3,050,000 | 4,690,000 | 3,950,000 | ||||||
Current stock price | $0.16 | $0.04 | |||||||||
Current exercise price | $0.10 | $0.10 | |||||||||
Time to expiration - days | 1826 days | ||||||||||
Risk free interest rate | 1.54% | 1.49% | |||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | ||||||||
Dividend | |||||||||||
Series A Warrants [Member] | Maximum [Member] | |||||||||||
Time to expiration - days | 1766 days | 1674 days | |||||||||
Series A Warrants [Member] | Minimum [Member] | |||||||||||
Time to expiration - days | 1704 days | 1550 days |
Derivative_Preferred_Stock_and4
Derivative Preferred Stock and Warrant Liabilities (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 15, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | 31-May-14 | 31-May-13 | |
Stated exercise price | $0.10 | $0.10 | |||
Recognized gain | $0 | $5,088,047 | |||
Preferred Stock [Member] | |||||
Transfer value of preferred stock to equity, Value | -201,000 | ||||
Transfer value of preferred stock to equity, Shares | -2,010,000 | ||||
Fair value derivative liability warrant | 3,479,862 | ||||
Warrant [Member] | |||||
Recognized gain | 1,081,984 | 4,817,768 | |||
Fair value derivative liability warrant | $280,462 | $2,531,282 | $4,050,278 | ||
Warrants issued | 120,000 | 120,000 |
Employee_Benefit_and_Incentive2
Employee Benefit and Incentive Plans (Details) (USD $) | 9 Months Ended | |
Feb. 28, 2015 | Aug. 14, 2014 | |
Employee Benefit and Incentive Plans [Abstract] | ||
Beginning Balance, Number of shares | 10,470,000 | |
Exercises, Number of shares | ||
Cancelled, forfeited or expired, Number of shares | ||
Ending Balance, Number of shares | 10,470,000 | 10,470,000 |
Options exercisable, Number of shares | 5,436,667 | |
Fair value of options vesting ,Number of shares | 524,349 | |
Beginning Balance, Weighted Average Exercise Price Per share | $0.10 | |
Exercised , Weighted Average Exercise Price Per share | ||
Cancelled, forfeited or expired, Weighted Average Exercise Price Per share | ||
Ending Balance, Weighted Average Exercise Price Per share | $0.10 | $0.10 |
Options exercisable, Weighted Average Exercise Price Per share | $0.10 | |
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee_Benefit_and_Incentive3
Employee Benefit and Incentive Plans (Details 1) (USD $) | 0 Months Ended | ||
Aug. 14, 2014 | Feb. 28, 2015 | Jun. 07, 2013 | |
Fair value of stock options granted : | |||
Total number of shares issued under options | 10,470,000 | 10,470,000 | |
Stock price | $0.10 | $0.72 | |
Exercise price | $0.10 | $0.10 | |
Weighted-average fair value of options granted | $0.09 | ||
Dividend | |||
Two Year Option [Member] | |||
Fair value of stock options granted : | |||
Time to expiration - days | 730 days | ||
Risk free interest rate | 0.42% | ||
All Options [Member] | |||
Fair value of stock options granted : | |||
Forfeiture rate (all options) | 0.00% | ||
Estimated volatility (all options) | 150.00% | ||
Five Year Option [Member] | |||
Fair value of stock options granted : | |||
Time to expiration - days | 1826 days | ||
Risk free interest rate | 1.58% |
Employee_Benefit_and_Incentive4
Employee Benefit and Incentive Plans (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Aug. 14, 2014 | Feb. 28, 2015 |
Stock Option Plan (Textual) | ||
Issuance for number of stock authorized plan | 15,000,000 | |
Option aggregate intrinsic value, vested and exercisable | ||
Vested weighted-average remaining contractual term | 4 years | |
Unvested options expected shares | 5,033,333 | |
Weighted Average Exercise Price Per share, Outstanding | $0.10 | $0.10 |
Unvested weighted average remaining term | 4 years 4 months 24 days | |
Unearned stock based compensation | $248,792 | |
weighted average period | 1 year | |
Employee benefit plans non vested and vested ,description | This cost is expected to be recognized over a remaining weighted average period of 1.0 years. 7,100,000 of the stock options granted on August 14, 2014 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 150,000 options vest contingent on revenue targets, and 150,000 options vest on April 1, 2015. |
Related_Party_Balances_and_Tra1
Related Party Balances and Transactions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Mar. 28, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | 31-May-14 | Dec. 11, 2014 | Sep. 10, 2014 | Jun. 24, 2013 | 9-May-14 | Oct. 23, 2013 | Apr. 28, 2014 | |
Related Party Transaction [Line Items] | ||||||||||||
Percentage of technology services agreement | 30.00% | |||||||||||
Gross revenue | 7.00% | |||||||||||
Issuance of common share for consulting services | $175,000 | $215,711 | ||||||||||
Related party fees incurred, paid and accrued | 1,668,930 | |||||||||||
Related party cost accrued | 260,843 | 260,843 | 145,316 | |||||||||
Amount due from Intertainment Media, Inc. | 75,000 | |||||||||||
Expenses from transactions | 135,763 | 415,300 | 725,779 | 1,193,026 | ||||||||
Related party cost accrued | 260,843 | 260,843 | 145,316 | |||||||||
Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Exchange of common stock shares | 15,000,000 | 15,000,000 | 15,000,000 | 13,333,333 | ||||||||
Stock issued for consulting services, shares | 1,750,000 | 1,900,000 | 400,000 | 350,000 | 300,000 | |||||||
Issuance of common share for consulting services | 175 | 190 | 40,000 | 35,000 | 42,000 | |||||||
Intertainment Media Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Exchange of common stock shares | 70,000,000 | |||||||||||
Ownership percentage of Company | 70.00% | |||||||||||
Intertainment Media Inc [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued for consulting services, shares | 500,000 | 1,666,667 | 1,666,667 | |||||||||
Issuance of common share for consulting services | 75,000 | 133,333 | 133,333 | |||||||||
Ortsbo [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Assets carrying value | 0 | |||||||||||
Restricted shares common stock issued to Ortsbo | 15,000,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Aug. 04, 2014 | Jul. 17, 2014 | Jan. 23, 2015 | Jul. 23, 2014 | Apr. 01, 2014 | Jan. 09, 2014 | Jan. 07, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Mar. 30, 2015 | Mar. 03, 2015 | |
Subsequent Events (Textual) | |||||||||||
Debt instrument, maturity date | 14-Aug-14 | 31-Dec-14 | 26-Jan-15 | 5-Aug-14 | 10-Jul-14 | 24-Feb-14 | 7-Apr-14 | ||||
Debt instrument, term | 24 months | 3 months | 24 months | 24 months | |||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Payments to develop software | $271,318 | ||||||||||
Subsequent Event [Member] | Group 10 Holdings LLC [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Debt instrument principal amount | 92,000 | ||||||||||
Debt instrument, maturity date | 30-Mar-16 | ||||||||||
Debt instrument, discount | $9,200 | ||||||||||
Debt instrument, term | 180 days | ||||||||||
Interest rate, description | The Note may be paid back any time before maturity with a prepayment penalty of 123%. | ||||||||||
Debt instrument, interest rate during period | 12.00% | ||||||||||
Debt instrument, interest rate, effective percentage | 10.00% | ||||||||||
Subsequent Event [Member] | Employee Stock Option [Member] | Employees [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Stock options granted | 7,575,000 | ||||||||||
Stock options granted exercise price | $0.10 | ||||||||||
Subsequent Event [Member] | Employee Stock Option [Member] | Consultant [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Stock options granted | 7,575,000 | ||||||||||
Stock options granted exercise price | $0.10 |