Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May. 31, 2015 | Aug. 26, 2015 | Nov. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | YAPPN CORP. | ||
Entity Central Index Key | 1,511,735 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,780,126 | ||
Entity Common Stock, Shares Outstanding | 134,228,139 |
Consolidated Balance Sheets
Consolidated Balance Sheets | May. 31, 2015USD ($) | May. 31, 2014USD ($) |
Current assets: | ||
Cash | $ 19,496 | $ 988,692 |
Accounts receivable | 1,444,009 | |
Prepaid expenses | 6,068 | $ 3,310 |
Total current assets | 1,469,573 | $ 992,002 |
Equipment, net | 1,250 | |
Total Assets | 1,470,823 | $ 992,002 |
Current liabilities: | ||
Accounts payable | 340,041 | 444,041 |
Accrued expenses | 543,535 | 141,176 |
Accrued development and related expenses - related party | 468,766 | 145,316 |
Short term loans | 791,928 | 477,311 |
Line of credit | 2,167,025 | $ 800,000 |
Deferred revenue | 12,500 | |
Convertible promissory notes and debentures | 3,477,825 | $ 100,846 |
Total current liabilities | $ 7,801,620 | 2,108,690 |
Other liabilities: | ||
Derivative warrant liability | 2,531,282 | |
Convertible promissory notes and debentures | $ 312,486 | 2,406,329 |
Total Liabilities | $ 8,114,106 | 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 (200,000,000 May 31, 2014): 134,228,139 issued and outstanding (125,855,794 May 31, 2014) | $ 13,423 | $ 12,586 |
Common stock, par value $.0001 per share, 993,444 and nil shares subscribed not issued, respectively | 124,567 | |
Additional paid-in capital | 7,981,579 | $ 4,071,022 |
Deficit | (14,762,852) | (10,138,108) |
Total Stockholders' Deficit | (6,643,283) | (6,054,299) |
Total Liabilities And Stockholders' Deficit | $ 1,470,823 | $ 992,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May. 31, 2015 | May. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 200,000,000 |
Common stock, shares issued | 134,228,139 | 125,855,794 |
Common stock, shares outstanding | 134,228,139 | 125,855,794 |
Common stock, par value of shares subscribed not issued | $ 0.0001 | $ 0.0001 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 1,521,984 | $ 37,135 |
Cost of revenue | 316,907 | 9,443 |
Gross profit | 1,205,077 | 27,692 |
Operating expenses: | ||
Marketing | 1,099,054 | 633,272 |
Research and development expenses | 671,312 | 1,375,112 |
General and administrative expenses | 1,394,474 | 1,348,712 |
Professional fees | 293,373 | 355,518 |
Consulting | 745,719 | $ 394,933 |
Depreciation | 231 | |
Stock-based compensation | 982,624 | |
Total operating expenses | 5,186,787 | $ 4,107,547 |
Loss from operations | (3,981,710) | (4,079,855) |
Other (income) expense: | ||
Interest expense | 367,895 | 110,611 |
Financing expense on issuance of convertible promissory notes and common stock | 1,128,257 | 4,737,726 |
Change in fair value of derivative liabilities and convertible promissory notes | (691,743) | (6,318,613) |
Miscellaneous (income) expense | (161,375) | 31,894 |
Total other (income) expense | 643,034 | (1,438,382) |
Net loss before taxes | $ (4,624,744) | $ (2,641,473) |
Provision for income taxes | ||
Net loss and comprehensive loss | $ (4,624,744) | $ (2,641,473) |
Net loss per weighted-average shares of common stock - basic | $ (0.04) | $ (0.03) |
Net loss per weighted-average shares of common stock - diluted | $ (0.04) | $ (0.03) |
Weighted-average number of shares of common stock issued and outstanding - basic | 129,504,379 | 102,414,173 |
Weighted-average number of shares of common stock issued and outstanding - diluted | 129,504,379 | 102,414,173 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity Deficit - 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 to consultants and vendors | 215,711 | $ 190 | 215,521 | |||
Stock issued to consultants and vendors, 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 | $ 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 | (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 | ||||
Stock issued to consultants and vendors | 307,967 | $ 329 | 307,638 | |||
Stock issued to consultants and vendors, shares | 3,290,000 | |||||
Issuance of warrants classified as equity | $ 41,060 | $ 41,060 | ||||
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 | |||||
Reclassification of warrant liabilities to equity | 1,851,089 | 1,851,089 | ||||
Stock options issued | 982,624 | $ 982,624 | ||||
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 | ||||
Net loss | (4,624,744) | (4,624,744) | ||||
Ending Balance at May. 31, 2015 | $ (6,643,283) | $ 13,423 | $ 124,567 | $ 7,981,579 | $ (14,762,852) | |
Ending Balance, Shares at May. 31, 2015 | 134,228,139 | 993,444 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity Deficit (Parenthetical) | 12 Months Ended |
May. 31, 2014$ / shares | |
Issuance of series A convertible preferred stock, per share | $ 0.0001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss and comprehensive loss | $ (4,624,744) | $ (2,641,473) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 231 | |
Stock-based compensation | 982,624 | |
Change in fair value of derivative liabilities and convertible promissory notes | (691,743) | $ (6,318,613) |
Financing expense on issuance of convertible promissory notes, and common stock | 1,128,257 | 4,876,118 |
Stock issuance for consulting services and licensing rights | $ 307,967 | 349,044 |
Imputed interest expense on loan | $ 27,799 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ (1,444,009) | |
Prepaid development and related expenses - related party | $ 80,518 | |
Prepaid expenses | $ (2,758) | 6,730 |
Accounts payable and accrued liabilities | 298,359 | 386,124 |
Accrued development and related expense - related party | 323,450 | $ 145,316 |
Deferred Revenue | 12,500 | |
Net Cash Used in Operating Activities | (3,709,866) | $ (3,088,437) |
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 promissory notes and debentures | 1,135,857 | $ 3,695,092 |
Proceeds from line of credit, net | 1,367,025 | |
Repayments of short term loans | (373,678) | |
Proceeds from short term loans | 817,152 | |
Repayment of convertible promissory notes and debentures | $ (204,093) | |
Proceeds from the issuance of preferred stock and warrants | $ 165,000 | |
Net Cash Provided by Financing Activities | $ 2,742,263 | 3,860,092 |
Net decrease in cash | (969,196) | (771,655) |
Cash, beginning of year | 988,692 | 217,037 |
Cash, end of year | $ 19,496 | 988,692 |
Non Cash Investing and Financing Activities Information: | ||
Common stock issued on conversion of convertible debt | 86,713 | |
Common stock issued on conversion of preferred stock | 735,000 | |
Reclassifications of derivative liabilities to additional paid in capital | $ 1,851,089 | 1,118,087 |
Common stock issued for consulting services | 307,967 | $ 349,044 |
Common stock issued for prior obligations | 124,567 | |
Conversion of short term loan | 100,000 | |
Cash paid during the year for interest | $ 188,994 | $ 20,532 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May. 31, 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 publicly listed 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 consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. Cash and Cash Equivalents For purposes of reporting within the consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Revenue Recognition The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured. All of the Company’s current revenues are classified as services. Services are billed on a time and materials basis and are and recognized as revenue as services are rendered at the time of billing which is typically a biweekly or monthly basis. 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 $1,099,054 and $633,272 for the years ended May 31, 2015 and May 31, 2014. Loss per Common Share Basic loss per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of May 31, 2015, the Company had outstanding five year warrants to purchase an additional 55,226,666 shares of common stock (note 8) at a per share exercise price ranging from $0.054 to $0.22, 9,445,000 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 consolidated statements of operations and comprehensive loss. There have been no penalties or interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the year ended May 31, 2015 and May 31, 2014. Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The Company follows FASB (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The warrants (Notes 8 and 9) and the convertible promissory notes and debentures (Note 6) are classified as Level 2 financial liabilities. As of May 31, 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 provided 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 expired after twelve months. Upon expiration of the price protection, the instruments were treated as equity instruments. 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 common 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. When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the consolidated statements of operations and comprehensive loss. Hybrid Financial Instruments 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 consolidated balance sheets under the caption “convertible promissory notes and debentures”. Any unrealized and realized gains and losses related to the convertible promissory notes are recorded based on the changes in the fair values and are reflected as change in fair value of derivatives and convertible notes on the consolidated statements of operations and comprehensive loss. Estimates The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. 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 promissory 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 year presented have been reclassified to conform to the current year 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, 2017, 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 periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position and results of operations. |
Going Concern
Going Concern | 12 Months Ended |
May. 31, 2015 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has incurred a deficit of $14,762,852 through May 31, 2015. As of May 31, 2015, the Company had a working capital deficit of $6,332,047. During the year ended May 31, 2015, net cash used in operating activities was $3,709,866. The Company expects to have similar cash needs for the next twelve 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 realized 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 business. Until those cash flows are sufficient the Company will pursue other financing when deemed necessary. The Company is pursuing a number of different financing opportunities in order to execute its business plan. These include, short term debt arrangements, convertible debt arrangements, common share equity financings, either through a private placement or through the public markets and has engaged a number of investment brokers to assist management in achieving its financing objectives. During the year ended May 31, 2015, the Company raised $2,742,263 through various financial instruments, net of repayments. Subsequent to the year ended May 31, 2015, the Company raised $2.3 million in cash proceeds as part of a secured debenture financing. There can be no assurance that the raising of future equity or debt will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
May. 31, 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. One customer comprises 90% of the accounts receivable as at May 31, 2015 and 90% of the revenue recorded for the year ended May 31, 2015. |
Short Term Loans
Short Term Loans | 12 Months Ended |
May. 31, 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 May 31, 2015, the loan had a value of $152,545 ($190,000 Canadian). 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 May 31, 2015 an amount of $10,788 ($13,418 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 year $ 90,145 (Canadian $105,000) was repaid on this note. As of May 31, 2015, the value of the loan was $4,020 (Canadian $5,000). 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 May 31, 2015, the value of the remaining balance of the loan was $60,308 (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. On March 30, 2015, the Company borrowed $250,000 ($317,000 Canadian) in the form of a bridge loan from a private investor with a financing fee of $10,000 ($12,680 Canadian). This loan was paid back on April 21, 2015. On May 6, 2015, the Company borrowed $150,000 ($180,000 Canadian) in the form of a bridge loan from a private investor with a financing fee of $6,000 ($7,200 Canadian). As of May 31, 2015, the value of the remaining balance of the loan was $144,729 (Canadian $180,000). This loan was paid back on June 30, 2015. On May 11, 2015, the Company received $419,463 ($500,000 Canadian) from an intended subscriber for secured debentures, which closed subsequent to year end, on July 15, 2015. As of May 31, 2015, the value of the remaining balance of the loan was $402,026 (Canadian $500,000). The Company treated these as a short term loan where interest is accrued at 12% (same rate as the secured debenture) for each lender from the date of the loan to the date of the subscription for the convertible debenture. The following is a summary of Short Term Loans: Principal amounts April 1, January 7, 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 Borrowing on March 30, 2015 250,000 250,000 Borrowing on May 6, 2015 - - 144,729 144,729 Borrowing on May 11, 2015 - - 419,463 419,463 Total - - 1,199,897 1,199,897 Fair value adjustments (21,589 ) (13,081 ) (10,168 ) (44,838 ) Repayments (46,025 ) (142,506 ) (436,134 ) (624,665 ) Conversions - (90,777 ) (125,000 ) (215,777 ) Fair value at May 31, 2015 $ 152,545 $ 10,788 $ 628,595 $ 791,928 |
Line of Credit - Loan Agreement
Line of Credit - Loan Agreement and Promissory Note | 12 Months Ended |
May. 31, 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 were granted registration rights, allowing the shares to be sold. 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 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 May 31, 2015, the Company borrowed $1,900,155 against the line of credit and repaid $533,130 resulting in a net additional amount drawn down against the line of credit of $1,367,025 resulting in an outstanding obligation of $2,167,025 at May 31, 2015. |
Convertible Promissory Notes an
Convertible Promissory Notes and Debentures | 12 Months Ended |
May. 31, 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 variable pricing terms or 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 May 31, 2015, May 31, 2014, and the commitment date. The following is a summary of the convertible promissory notes and debentures as of May 31, 2015: Principal amounts: JMJ Convertible Other Total 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 Borrowing on March 30, 2015 - - 92,000 92,000 Borrowing on April 15, 2015 - - 69,000 69,000 Borrowing on April 20, 2015 - - 50,000 50,000 Borrowing on April 23, 2015 - - 60,500 60,500 Borrowing on April 23, 2015 - - 25,000 25,000 Conversions (80,000 ) - - (80,000 ) Repayments (90,000 ) - (92,500 ) (182,500 ) Total Borrowings at May 31, 2015 $ - $ 2,694,000 $ 727,250 $ 3,421,250 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 1,020,110 1,594,068 Change in fair value (from May 31, 2014 or Fiscal 2015 commitment date) (70,223 ) (755,194 ) 858,573 33,156 Repayments (cash) (103,220 ) - (135,051 ) (238,271 ) Conversions to common stock (105,817 ) - - (105,817 ) Convertible notes and debt at fair value at $ - $ 1,945,833 $ 1,844,478 $ 3,790,311 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 May 31, 2015 Current $ - $ 1,633,347 $ 1,844,478 $ 3,477,825 Long term - 312,486 - 312,486 $ - $ 1,945,833 $ 1,844,478 $ 3,790,311 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. 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. JSJ Investments 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 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. Subsequent to May 31, 2015 this Convertible Note was repaid. 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. Subsequent to May 31, 2015 this Convertible Note was repaid. 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. On April 23, 2015, Company borrowed an additional $25,000 against this Convertible Note. Subsequent to May 31, 2015, the $50,000 drawn on December 29, 2014 was repaid. Typenex Co-Investments, LLC On February 4, 2015, the Company sold a Convertible Note in the principal amount of $115,000 carrying a 10% original issuance discount (“OID”). 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 six months, repayments can be made on an installment basis, either in cash (plus OID), or in shares of common stock. If installment payments are made in the form of common stock, the effective price for the stock issuance is at 70% of the average of the three lowest closing bid prices over a ten day look back period from the date the installment is due. 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. At the funding date the Company issued 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 with a face value of $220,000, carrying a 10% original issuance discount. $90,750 was advanced to the Company on closing of the Note. The Convertible Note matures on February 9, 2016 and has an 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, whichever is lower. The Note carries early payback penalties on principal repayment which 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. 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. 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 average of the two lowest closing bid prices with a twenty day look back period as of the date a notice of conversion is given. The debenture may be paid back any time before maturity with a prepayment penalty of 123%. Vis Vires Group, Inc. On April 15, 2015, the Company sold a Convertible Note for the principal amount of $69,000. The convertible note matures on January 6, 2016 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 58% of the average of the three lowest trading prices from previous ten trading days including the date notice is given. The Note may be paid back any time before maturity with a prepayment penalty of 110% if paid back within the first 30 days, 115% if paid back between 31 and 60 days, 120% if paid between 61 and 90 days, 125% if paid between 91 and 120 days, 130% if paid between 121 and 150 days, and 135% if paid back between 151 and 180 days after which it cannot be repaid. Adar Bays, LLC On April 20, 2015, the Company sold a Convertible Note for the principal amount of $50,000. The convertible note matures on April 20, 2016 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 60% of the average of the three lowest trading prices from previous fifteen trading days. The Note may be paid back any time before maturity with a prepayment penalty of 140%. Auctus Private Equity Fund, LLC On April 23, 2015, the Company sold a Convertible Note for the principal amount of $60,500. The convertible note matures on January 21, 2016 and has an interest rate of 10% 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 60% of the average of the two lowest trading prices from previous twenty trading days. The Note may be paid back any time before maturity with a prepayment penalty of 130%. The following table summarizes the fair values by fiscal quarter for issued convertible variable notes and the inputs to determine fair value at commitment date and year end dates: 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 Fourth Quarter Fiscal 2015 Gross proceeds $ 65,000 $ 40,000 $ 40,000 $ 90,000 $ 430,750 $ 296,500 Fair value of promissory notes (142,812 ) (54,286 ) (98,014 ) (137,071 ) (656,507 ) $ (363,604 ) 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 $ 67,104 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 $ 0.05-0.06 Current exercise price $ 0.05 $ 0.03 $ 0.05 $ 0.04-0.06 $ 0.02-0.10 $ 0.03 Time to expiration – days 730 632 578 389-436 181-365 250-366 Risk free interest rate .11 % .08 % .37 % .1-.11 % .14-.26 % 0.09-0.27 % Estimated volatility 150 % 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 $ N/A Current exercise price $ N/A $ 0.08 $ 0.08 $ N/A $ N/A $ N/A Time to expiration – days N/A 533 533 N/A N/A N/A Risk free interest rate N/A % .37 % .37 % N/A % N/A % N/A % Estimated volatility N/A % 150 % 150 % N/A % N/A % N/A % Dividend - - - N/A N/A N/A Key inputs to determine the fair value at May 31, 2015: Stock price $ N/A $ N/A $ N/A $ N/A $ 0.05 $ 0.06 Current exercise price $ N/A $ N/A $ N/A $ N/A $ 0.03-0.10 $ 0.03 Time to expiration – days N/A N/A N/A N/A 115-346 212-325 Risk free interest rate N/A % N/A % N/A % N/A % .07-.22 % .06-0.26% Estimated volatility N/A % N/A % N/A % N/A % 150 % 150 % Dividend N/A 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 investor (Note 4). The Notes mature 24 months from the issuance date and have an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The Notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $0.10 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 consolidated statements of operations and comprehensive loss below the operating income as an “other expense”. The following table summarizes the fair values of Convertible Debentures with Series A and B Warrants and the respective inputs to determine fair values at the commitment date and the year end dates. 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 $ 0.10 $ 0.10 $ 0.10 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) .32 % .32 % .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 $ 0.10 $ 0.10 $ 0.10 Time to expiration – days 610 638 671 Risk free interest rate .37 % .37 % .37 % Estimated volatility 150 % 150 % 150 % Dividend - - - Key inputs to determine the fair value of the promissory notes at May 31, 2015: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days 243 272 306 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. 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. The following table summarizes the fair values of Convertible Debentures with Series C or Series D Warrants and the respective inputs to determine fair values at the commitment date and the year end dates. Accounting allocation of initial proceeds: Fourth First Quarter Second 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 $ 0.20 $ N/A Current exercise price $ 0.15 $ 0.15 $ N/A Time to expiration – days 731 731 N/A Risk free interest rate .37 % .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 .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 May 31, 2015: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days 328-365 393 460-515 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 % |
Common Stock
Common Stock | 12 Months Ended |
May. 31, 2015 | |
Common Stock [Abstract] | |
Common Stock | 7. Common Stock The Company issued 600,000 shares of common stock, valued at $75,000; in exchange for business consulting services over the year 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; and 600,000 in additional shares of common stock, valued at $39,000 as compensation for consulting 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 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 31, 2014, the Company’s authorized number of common shares was increased to 400,000,000. During the Company’s second quarter of Fiscal 2015, the Company issued 950,000 shares of common stock to consultants at a value of $95,000. During the Company’s third quarter of Fiscal 2015, the Company issued 800,000 shares of common stock to consultants at a value of $80,000. During the Company’s fourth quarter of Fiscal 2015, the Company issued 540,000 shares of common stock to consultants at a value of $52,500. On May 25, 2015, the Company issued 1,000,000 shares of common stock with a value of $80,000 in partial settlement of an amount owing to a vendor of the Company. Registration Statement The Company filed a Registration Statement on Form S-1 (File No. 333-199569) (the “ Registration Statement SEC 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 | 12 Months Ended |
May. 31, 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 using an exercise price of $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, 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 $ 0.10 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 year ended May 31, 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 May 31, 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 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 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, 2015 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 using an exercise price of $0.054. 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. 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 being January 29, 2015 February 27, 2015 and April 1, 2015, respectively. 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 one year 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 one year 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 one year 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 May 31, 2015: Shares Exercise Expiration Outstanding as of May 31, 2012 - - - Issued on March 28, 2013 4,010,000 $ 0.10 March 28, 2018 Issued on May 31, 2013 3,700,000 $ 0.054 May 31, 2018 Exercised and expired - - - Total – as of May 31, 2013 7,710,000 - - Issued on June 7, 2013 1,650,000 $ 0.054 June 7, 2018 Issued on November 15, 2013 120,000 $ 0.10 November 15, 2018 Issued Series A warrants on January 29, 2014 3,950,000 $ 0.10 January 29, 2019 Issued Series B warrants on January 29, 2014 3,950,000 $ 0.20 January 29, 2019 Issued Series A warrants on February 27, 2014 3,050,000 $ 0.10 February 27, 2019 Issued Series B warrants on February 27, 2014 3,050,000 $ 0.20 February 27, 2019 Issued Series A warrants on April 1, 2014 4,690,000 $ 0.10 April 1, 2019 Issued Series B warrants on April 1, 2014 4,690,000 $ 0.20 April 1, 2019 Issued to Lender – Line of Credit 8,000,000 $ 0.10 April 7, 2019 Issued Series C warrants on April 23, 2014 333,333 $ 0.22 April 23, 2019 Issued Series C warrants on May 30, 2014 6,666,667 $ 0.22 May 30, 2019 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 June 27, 2019 Issued Series C warrants on September 2, 2014 833,333 $ 0.22 September 2, 2019 Issued Series D warrants on October 6, 2014 333,333 $ 0.22 October 6, 2019 Issued Series D warrants on October 27, 2014 333,333 $ 0.22 October 27, 2019 Issued warrants – consultants 3,300,000 $ 0.15 May 30, 2019 Issued Warrants on February 4, 2015 Typenex Co-Investments, LLC 700,000 $ 0.10 February 4, 2020 Issued Warrants – consultant 50,000 $ 0.10 May 31, 2017 Issued Warrants – consultant 150,000 $ 0.15 May 31, 2017 Exercised and expired - Total – as of May 31, 2015 55,226,666 The outstanding warrants at May 31, 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 3.7 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 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 now recognized as equity instruments. The Series B warrants, Series C warrants, and warrants associated with the Line of Credit arrangement do not provide the holder any price protection, and as there is no variability in the determination of common stock, these warrants are also reflected as equity instruments. The Company issued warrants to two separate consulting firms in the amount of 2,000,000 and 1,300,000 respectively included in consulting expense on October 6, 2014 with an exercise price of $0.15 both with expiry dates of May 30, 2019. The Company issued warrants to a consultant in the amount of 50,000 at an exercise price of $0.15 and 150,000 with an exercise price of $0.10 included in consulting expense on May 31, 2015, both with expiry dates of May 31, 2017. The following table is a summary of those warrants that are reflected in equity as at May 31, 2015: Shares Equity 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 A warrants on April 1, 2014 4,690,000 234,969 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 on November 30, 2013 120,000 3,744 Issued warrants on February 4, 2015 700,000 37,100 Issued warrants on May 31, 2015 200,000 3,960 Total – as of May 31, 2015 55,226,666 $ 4,501,407 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 | 12 Months Ended |
May. 31, 2015 | |
Derivative Preferred Stock and Warrant Liabilities [Abstract] | |
Derivative Preferred Stock and Warrant Liabilities | 9. Derivative Preferred Stock and Warrant Liabilities For the year ended May 31, 2014, the Company had 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 vary based on the individual warrant instruments issued with some having twelve months and others with no protection. As at May 31, 2015 all price protection provisions with respect to the warrants had also expired. 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 at each reporting period in fiscal 2015, prior to expiry, 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 years ended May 31, 2015 and May 31, 2014: Value Number of 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, 2015 and May 31, 2014 $ - - For the year ended May 31, 2015 and May 31, 2014, the revaluation of the preferred stock at each reporting period resulted in the recognition of $nil and a gain of $5,088,047 respectively within the Company’s 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 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, 2015. Accounting for Derivative Warrant Liability The Company’s derivative warrant instruments with price protection provisions have been measured at fair value during the year ended May 31, 2015 and May 31, 2014 using the binomial lattice model. The Company recognizes all of its warrants with price protection provisions in its consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations and comprehensive income loss. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s consolidated cash flows. The following is a summary of the derivative warrant liability for the years ended May 31, 2015 and May 31, 2014: Shares Derivative 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) (17,160,000 ) (1,851,090 ) Warrants exercised or expired - - Decrease in fair value of derivative warrant liability - (680,192 ) Balance as of May 31, 2015 - $ - For the year ended May 31, 2015 and May 31, 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 consolidated statements of operations and comprehensive loss and is included in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities and convertible notes”. The fair value of the warrants at May 31, 2015 and May 31, 2014 was $nil and $2,531,282, respectively, which is reported on the 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 , February 27, 2015 and April 1 st June 8, June 1, May 31, January 29, February 27, April 1, Stock price $ 0.14 $ 0.16 $ 0.16 $ 0.06 $ 0.05 $ 0.06 Current exercise price $ 0.054 $ 0.054 $ 0.054 $ 0.10 $ 0.10 $ 0.10 Time to expiration – days (range) 1,461 1,461 1,461–1,468 1,461 1,461 1,461 Risk free interest rate 1.66 % 1.54 % 1.54 % 1.28 % 1.50 % 1.49 % Estimated volatility 150 % 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, Stock price $ 0.16 $ 0.08 Current exercise price $ 0.10 $ 0.10 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: May 31, May 31, Warrants – Series A (issuable under warrant) - 11,690,000 Stock price $ - $ 0.16 Current exercise price $ - $ 0.10 Time to expiration – days (range) - 1,704-1,766 Risk free interest rate - % 1.54 % Estimated volatility - % 150 % Dividend - - |
Employee Benefit and Incentive
Employee Benefit and Incentive Plans | 12 Months Ended |
May. 31, 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 Company completed its first grant of stock options immediately after the plan was approved. The Company completed a second grant of stock options on March 2, 2015. The following table outlines the options granted and related disclosures: Stock Weighted- Outstanding (Granted all in Fiscal 2015) 18,045,000 $ 0.10 Exercised - - Cancelled, forfeited or expired - - Outstanding at May 31, 2015 18,045,000 $ 0.10 Options exercisable at May 31, 2015 9,445,000 $ 0.10 Fair value of options vesting during the year ended May 31, 2015 $ 691,123 As at May 31, 2015, vested and exercisable options do not have any intrinsic value and have a weighted-average remaining contractual term of 3.3 years. It is expected the 8,600,000 unvested options will ultimately vest, and each has an exercise price of $0.10 per share and a weighted average remaining term of 3.0 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at May 31, 2015 and the option’s exercise price, for all options that are in the money. This value was $nil as at May 31, 2015. As at May 31, 2015, there is $337,635 of unearned stock based compensation cost related to stock options granted that have not yet vested (8,600,000 options). This cost is expected to be recognized over a remaining weighted average period of 0.8 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. 5,200,000 of the stock options granted on March 2, 2015 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 500,000 vest 1/2 immediately and 1/2 after one year. 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 $ 0.10 Exercise price $ 0.10 Time to expiration – days (2 year options) 730 Time to expiration – days (5 year options) 1,826 Risk free interest rate (2 year options) .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 estimated fair value of options granted on March 2, 2015 is measured using the binomial model using the following assumptions: Total number of shares issued under options 7,575,000 Stock price $ 0.06 Exercise price $ 0.10 Time to expiration – days (2 year options) 730 Time to expiration – days (5 year options) 1,826 Risk free interest rate (2 year options) .66 % Risk free interest rate (5 year options) 1.57 % Forfeiture rate (all options) 0 % Estimated volatility (all options) 150 % Weighted-average fair value of options granted 0.05 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 Tran
Related Party Balances and Transactions | 12 Months Ended |
May. 31, 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, 52.15% as at May 31, 2015) in the Company. At this time, 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 consolidated balance sheet. As of May 31, 2015, Ortsbo holds 15,000,000 restricted shares of common stock of the Company (see note 13). 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 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 year ended May 31, 2015, related party fees incurred and paid for general development and managerial services performed by Intertainment Media, Inc. and its subsidiary totaled $794,085. As of May 31, 2015 the related party liability balance totaled $468,766. |
Income Taxes
Income Taxes | 12 Months Ended |
May. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The provision for income taxes for the year ended May 31, 2015 and May 31, 2014 consisted of the following: May 31, May 31, Current $ - $ - Deferred (1,121,962 ) (1,477,826 ) Change in valuation allowance 1,121,962 1,477,826 $ - $ - The Company’s income tax rate computed at the statutory federal rate of 35% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. May 31, May 31, Income tax at statutory rate 35.00 % 35.00 % Permanent differences -11.00 -21.00 Change in valuation allowance -24.00 -56.00 Total 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance. The Company’s deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary differences that give rise to the Company’s deferred tax asset as of May 31, 2015 and May 31, 2014 are as follows: May 31, May 31, Net operating losses $ 2,835,823 $ 1,713,860 Less: valuation allowance (2,835,823 ) (1,713,860 ) Net deferred tax asset $ - $ - As of May 31, 2015 and May 31, 2014 the Company had a net operating loss carry-forward of approximately $8,100,000 and $4,900,000, respectively, which may be used to offset future taxable income and begins to expire in 2033. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events During June 2015, the Company repaid its convertible notes owing to JSJ Investments Inc, LG Capital Funding and Vista Capital Investment’s December 2014 advance in full. These prepayments were subject to the applicable prepayment penalties as described in Note 6. On June 24, 2015 and June 29, 2015, Iconic Holdings LLC, provided funding of $90,750 (two advances of $45,375) to the Company under the existing Convertible Note as described in Note 6. On July 9, 2015, the Company borrowed $250,000 ($319,675 Canadian) in the form of a bridge loan from a private investor with a financing fee of $nil. This loan was repaid on July 16, 2015. On July 6, 2015, the Company announced it had entered into an agreement with Ortsbo Inc. to acquire all of its intellectual property assets. The purchased assets include US Patent No. 8,983,850 B2, US Patent No. 8,917,631 B2, US Patent No. 9,053,097 B2, and other intellectual property including Ecommerce and Customer Care know-how for a total purchase price of US $17 Million, which will be paid by the assumption of US $1 Million in debt and the issuance of US $16 Million worth of Yappn restricted common shares (320 Million shares at US $0.05 per share). Yappn has also secured a debt financing of US $4.5 Million of secured debentures. This financing is supported by Yappn's secured line of credit holders. Yappn executed a non-binding letter of intent with Winterberry Investments Inc. ("Winterberry"), a private company led by Mr. David Berry, pursuant to which Winterberry will facilitate and manage the financing transaction as well as to advise on Yappn's future capital programs. To date the Company has received $2.2 million of this financing in the form of cash, including conversion of the short term loan obtained on May 11, 2015 as described in Note 4. $2.0 Million of the $4.5 Million financing is conversion of a portion of the Company’s existing debt. During August 2015, the Company prepaid the portion of the convertible note advanced in February 2015 in the principal amount of $90,750. This prepayment was subject to the applicable prepayment penalties as described in Note 6. The Company elected not to prepay the Typenex Co-Investment, LLC convertible note, and made its first installment payment of $25,096 in August 2015. On August 21, 2015, the Company received approval to complete a share consolidation, on a 10 to 1 basis, whereby the number of common stock outstanding after the rollback will be 1/10 th |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May. 31, 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 publicly listed 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 consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured. All of the Company’s current revenues are classified as services. Services are billed on a time and materials basis and are and recognized as revenue as services are rendered at the time of billing which is typically a biweekly or monthly basis. |
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 $1,099,054 and $633,272 for the years ended May 31, 2015 and May 31, 2014. |
Loss per Common Share | Loss per Common Share Basic loss per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of May 31, 2015, the Company had outstanding five year warrants to purchase an additional 55,226,666 shares of common stock (note 8) at a per share exercise price ranging from $0.054 to $0.22, 9,445,000 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 consolidated statements of operations and comprehensive loss. There have been no penalties or interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the year ended May 31, 2015 and May 31, 2014. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The Company follows FASB (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The warrants (Notes 8 and 9) and the convertible promissory notes and debentures (Note 6) are classified as Level 2 financial liabilities. As of May 31, 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 provided 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 expired after twelve months. Upon expiration of the price protection, the instruments were treated as equity instruments. 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 common 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. When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the consolidated statements of operations and comprehensive loss. |
Hybrid Financial Instruments | 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 consolidated balance sheets under the caption “convertible promissory notes and debentures”. Any unrealized and realized gains and losses related to the convertible promissory notes are recorded based on the changes in the fair values and are reflected as change in fair value of derivatives and convertible notes on the consolidated statements of operations and comprehensive loss. |
Estimates | Estimates The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. 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 promissory 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 year presented have been reclassified to conform to the current year 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, 2017, 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 periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position and results of operations. |
Short Term Loans (Tables)
Short Term Loans (Tables) | 12 Months Ended |
May. 31, 2015 | |
Short Term Loans[Abstract] | |
Schedule of short-term debt | Principal amounts April 1, January 7, 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 Borrowing on March 30, 2015 250,000 250,000 Borrowing on May 6, 2015 - - 144,729 144,729 Borrowing on May 11, 2015 - - 419,463 419,463 Total - - 1,199,897 1,199,897 Fair value adjustments (21,589 ) (13,081 ) (10,168 ) (44,838 ) Repayments (46,025 ) (142,506 ) (436,134 ) (624,665 ) Conversions - (90,777 ) (125,000 ) (215,777 ) Fair value at May 31, 2015 $ 152,545 $ 10,788 $ 628,595 $ 791,928 |
Convertible Promissory Notes 23
Convertible Promissory Notes and Debentures (Tables) | 12 Months Ended |
May. 31, 2015 | |
Summary of convertible notes and debentures | Principal amounts: JMJ Convertible Other Total 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 Borrowing on March 30, 2015 - - 92,000 92,000 Borrowing on April 15, 2015 - - 69,000 69,000 Borrowing on April 20, 2015 - - 50,000 50,000 Borrowing on April 23, 2015 - - 60,500 60,500 Borrowing on April 23, 2015 - - 25,000 25,000 Conversions (80,000 ) - - (80,000 ) Repayments (90,000 ) - (92,500 ) (182,500 ) Total Borrowings at May 31, 2015 $ - $ 2,694,000 $ 727,250 $ 3,421,250 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 1,020,110 1,594,068 Change in fair value (from May 31, 2014 or Fiscal 2015 commitment date) (70,223 ) (755,194 ) 858,573 33,156 Repayments (cash) (103,220 ) - (135,051 ) (238,271 ) Conversions to common stock (105,817 ) - - (105,817 ) Convertible notes and debt at fair value at $ - $ 1,945,833 $ 1,844,478 $ 3,790,311 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 May 31, 2015 Current $ - $ 1,633,347 $ 1,844,478 $ 3,477,825 Long term - 312,486 - 312,486 $ - $ 1,945,833 $ 1,844,478 $ 3,790,311 |
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 Fourth Quarter Fiscal 2015 Gross proceeds $ 65,000 $ 40,000 $ 40,000 $ 90,000 $ 430,750 $ 296,500 Fair value of promissory notes (142,812 ) (54,286 ) (98,014 ) (137,071 ) (656,507 ) $ (363,604 ) 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 $ 67,104 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 $ 0.05-0.06 Current exercise price $ 0.05 $ 0.03 $ 0.05 $ 0.04-0.06 $ 0.02-0.10 $ 0.03 Time to expiration – days 730 632 578 389-436 181-365 250-366 Risk free interest rate .11 % .08 % .37 % .1-.11 % .14-.26 % 0.09-0.27 % Estimated volatility 150 % 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 $ N/A Current exercise price $ N/A $ 0.08 $ 0.08 $ N/A $ N/A $ N/A Time to expiration – days N/A 533 533 N/A N/A N/A Risk free interest rate N/A % .37 % .37 % N/A % N/A % N/A % Estimated volatility N/A % 150 % 150 % N/A % N/A % N/A % Dividend - - - N/A N/A N/A Key inputs to determine the fair value at May 31, 2015: Stock price $ N/A $ N/A $ N/A $ N/A $ 0.05 $ 0.06 Current exercise price $ N/A $ N/A $ N/A $ N/A $ 0.03-0.10 $ 0.03 Time to expiration – days N/A N/A N/A N/A 115-346 212-325 Risk free interest rate N/A % N/A % N/A % N/A % .07-.22 % .06-0.26% Estimated volatility N/A % N/A % N/A % N/A % 150 % 150 % Dividend N/A 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 $ 0.10 $ 0.10 $ 0.10 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) .32 % .32 % .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 $ 0.10 $ 0.10 $ 0.10 Time to expiration – days 610 638 671 Risk free interest rate .37 % .37 % .37 % Estimated volatility 150 % 150 % 150 % Dividend - - - Key inputs to determine the fair value of the promissory notes at May 31, 2015: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days 243 272 306 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 First Quarter Second 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 $ 0.20 $ N/A Current exercise price $ 0.15 $ 0.15 $ N/A Time to expiration – days 731 731 N/A Risk free interest rate .37 % .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 .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 May 31, 2015: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days 328-365 393 460-515 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) | 12 Months Ended |
May. 31, 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, 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 $ 0.10 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 May 31, 2015 - |
Schedule of warrants | Shares Exercise Expiration Outstanding as of May 31, 2012 - - - Issued on March 28, 2013 4,010,000 $ 0.10 March 28, 2018 Issued on May 31, 2013 3,700,000 $ 0.054 May 31, 2018 Exercised and expired - - - Total – as of May 31, 2013 7,710,000 - - Issued on June 7, 2013 1,650,000 $ 0.054 June 7, 2018 Issued on November 15, 2013 120,000 $ 0.10 November 15, 2018 Issued Series A warrants on January 29, 2014 3,950,000 $ 0.10 January 29, 2019 Issued Series B warrants on January 29, 2014 3,950,000 $ 0.20 January 29, 2019 Issued Series A warrants on February 27, 2014 3,050,000 $ 0.10 February 27, 2019 Issued Series B warrants on February 27, 2014 3,050,000 $ 0.20 February 27, 2019 Issued Series A warrants on April 1, 2014 4,690,000 $ 0.10 April 1, 2019 Issued Series B warrants on April 1, 2014 4,690,000 $ 0.20 April 1, 2019 Issued to Lender – Line of Credit 8,000,000 $ 0.10 April 7, 2019 Issued Series C warrants on April 23, 2014 333,333 $ 0.22 April 23, 2019 Issued Series C warrants on May 30, 2014 6,666,667 $ 0.22 May 30, 2019 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 June 27, 2019 Issued Series C warrants on September 2, 2014 833,333 $ 0.22 September 2, 2019 Issued Series D warrants on October 6, 2014 333,333 $ 0.22 October 6, 2019 Issued Series D warrants on October 27, 2014 333,333 $ 0.22 October 27, 2019 Issued warrants – consultants 3,300,000 $ 0.15 May 30, 2019 Issued Warrants on February 4, 2015 Typenex Co-Investments, LLC 700,000 $ 0.10 February 4, 2020 Issued Warrants – consultant 50,000 $ 0.10 May 31, 2017 Issued Warrants – consultant 150,000 $ 0.15 May 31, 2017 Exercised and expired - Total – as of May 31, 2015 55,226,666 |
Schedule of warrants and reflection in equity | Shares Equity 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 A warrants on April 1, 2014 4,690,000 234,969 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 on November 30, 2013 120,000 3,744 Issued warrants on February 4, 2015 700,000 37,100 Issued warrants on May 31, 2015 200,000 3,960 Total – as of May 31, 2015 55,226,666 $ 4,501,407 |
Derivative Preferred Stock an25
Derivative Preferred Stock and Warrant Liabilities (Tables) | 12 Months Ended |
May. 31, 2015 | |
Preferred Stock [Member] | |
Schedule of derivative liabilities at fair value | Value Number of 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, 2015 and May 31, 2014 $ - - |
Warrant [Member] | |
Schedule of derivative liabilities at fair value | Shares Derivative 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) (17,160,000 ) (1,851,090 ) Warrants exercised or expired - - Decrease in fair value of derivative warrant liability - (680,192 ) Balance as of May 31, 2015 - $ - |
Fair value measurements and valuation techniques | June 8, June 1, May 31, January 29, February 27, April 1, Stock price $ 0.14 $ 0.16 $ 0.16 $ 0.06 $ 0.05 $ 0.06 Current exercise price $ 0.054 $ 0.054 $ 0.054 $ 0.10 $ 0.10 $ 0.10 Time to expiration – days (range) 1,461 1,461 1,461–1,468 1,461 1,461 1,461 Risk free interest rate 1.66 % 1.54 % 1.54 % 1.28 % 1.50 % 1.49 % Estimated volatility 150 % 150 % 150 % 150 % 150 % 150 % Dividend - - - - - - May 31, November 15, Stock price $ 0.16 $ 0.08 Current exercise price $ 0.10 $ 0.10 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 | May 31, May 31, Warrants – Series A (issuable under warrant) - 11,690,000 Stock price $ - $ 0.16 Current exercise price $ - $ 0.10 Time to expiration – days (range) - 1,704-1,766 Risk free interest rate - % 1.54 % Estimated volatility - % 150 % Dividend - - |
Employee Benefit and Incentiv26
Employee Benefit and Incentive Plans (Tables) | 12 Months Ended |
May. 31, 2015 | |
Employee Benefit and Incentive Plans [Abstract] | |
Schedule of the options granted and related disclosures | Stock Weighted- Outstanding (Granted all in Fiscal 2015) 18,045,000 $ 0.10 Exercised - - Cancelled, forfeited or expired - - Outstanding at May 31, 2015 18,045,000 $ 0.10 Options exercisable at May 31, 2015 9,445,000 $ 0.10 Fair value of options vesting during the year ended May 31, 2015 $ 691,123 |
Schedule of estimated fair value of options granted | 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 $ 0.10 Exercise price $ 0.10 Time to expiration – days (2 year options) 730 Time to expiration – days (5 year options) 1,826 Risk free interest rate (2 year options) .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 estimated fair value of options granted on March 2, 2015 is measured using the binomial model using the following assumptions: Total number of shares issued under options 7,575,000 Stock price $ 0.06 Exercise price $ 0.10 Time to expiration – days (2 year options) 730 Time to expiration – days (5 year options) 1,826 Risk free interest rate (2 year options) .66 % Risk free interest rate (5 year options) 1.57 % Forfeiture rate (all options) 0 % Estimated volatility (all options) 150 % Weighted-average fair value of options granted 0.05 Dividend - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of provision for income taxes | May 31, May 31, Current $ - $ - Deferred (1,121,962 ) (1,477,826 ) Change in valuation allowance 1,121,962 1,477,826 $ - $ - |
Schedule of effective income tax rate reconciliation | May 31, May 31, Income tax at statutory rate 35.00 % 35.00 % Permanent differences -11.00 -21.00 Change in valuation allowance -24.00 -56.00 Total 0.00 % 0.00 % |
Schedule of deferred tax assets | May 31, May 31, Net operating losses $ 2,835,823 $ 1,713,860 Less: valuation allowance (2,835,823 ) (1,713,860 ) Net deferred tax asset $ - $ - |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) - 12 months ended May. 31, 2015 - Customer | Total |
Sales Revenue, Net [Member] | |
Concentration of Credit Risk (Textual) | |
Percentage of revenues | 90.00% |
Accounts Receivable [Member] | |
Concentration of Credit Risk (Textual) | |
Number of customer | 1 |
Percentage of revenues | 90.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 07, 2013 | May. 31, 2013 | Mar. 28, 2013 | May. 31, 2015 | May. 31, 2014 |
Advertising and marketing expense | $ 1,099,054 | $ 633,272 | |||
Term of warrant | 5 years | ||||
Stock options [Member] | |||||
Options exercisable, Number of shares | 9,445,000 | ||||
Options exercisable, Weighted Average Exercise Price Per share | $ 0.10 | ||||
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 | ||||
Series A Convertible preferred stock [Member] | Maximum [Member] | |||||
Additional common stock, exercise price per share | $ 0.15 | ||||
Series A Convertible preferred stock [Member] | Warrant [Member] | |||||
Right to purchase number of common shares | 55,226,666 | ||||
Series A Convertible preferred stock [Member] | Warrant [Member] | Minimum [Member] | |||||
Excercise price of common stock | $ 0.054 | ||||
Series A Convertible preferred stock [Member] | Warrant [Member] | Maximum [Member] | |||||
Excercise price of common stock | $ 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 ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Going Concern [Abstract] | ||
Deficit | $ (14,762,852) | $ (10,138,108) |
Working capital deficit | 6,332,047 | |
Net cash used in operating activities | (3,709,866) | $ (3,088,437) |
Amount raised through various financial instruments | 2,742,263 | |
Proceeds from secured debt | $ 2,300,000 |
Short Term Loans (Details)
Short Term Loans (Details) | 12 Months Ended | |||||||||||||||||||||||
May. 31, 2015USD ($) | May. 31, 2014USD ($) | May. 11, 2015USD ($) | May. 06, 2015USD ($) | May. 06, 2015CAD | Mar. 31, 2015USD ($) | Mar. 30, 2015USD ($) | Mar. 30, 2015CAD | Jan. 23, 2015USD ($) | Jan. 23, 2015CAD | Aug. 04, 2014USD ($) | Aug. 04, 2014CAD | Jul. 23, 2014USD ($) | Jul. 23, 2014CAD | Jul. 17, 2014USD ($) | Jul. 17, 2014CAD | Jun. 27, 2014USD ($) | Jun. 27, 2014CAD | Apr. 01, 2014USD ($) | Apr. 01, 2014CAD | Jan. 09, 2014USD ($) | Jan. 09, 2014CAD | Jan. 07, 2014USD ($) | Jan. 07, 2014CAD | |
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 791,928 | $ 477,311 | $ 150,000 | CAD 180,000 | $ 250,000 | CAD 317,000 | $ 16,098 | CAD 20,000 | $ 93,458 | CAD 100,000 | $ 50,234 | CAD 53,750 | $ 100,915 | CAD 110,000 | $ 90,777 | CAD 100,000 | $ 219,480 | CAD 240,000 | $ 271,200 | CAD 300,000 | $ 253,200 | CAD 280,000 | ||
Short-term debt, fair value | 477,311 | 477,311 | ||||||||||||||||||||||
Fair value adjustments and accrued interest | (44,838) | $ (11,889) | ||||||||||||||||||||||
Repayments of short-term debt | 373,678 | |||||||||||||||||||||||
Debt conversion amount ending | (215,777) | $ (100,000) | ||||||||||||||||||||||
Short-term debt, fair value | 791,928 | 477,311 | ||||||||||||||||||||||
July 10, 2013 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 336,000 | |||||||||||||||||||||||
January 7, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 253,200 | |||||||||||||||||||||||
January 9, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 271,200 | |||||||||||||||||||||||
May 31, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 477,311 | 860,400 | ||||||||||||||||||||||
July 17, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 100,915 | |||||||||||||||||||||||
July 23, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 50,234 | |||||||||||||||||||||||
August 4, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 93,458 | |||||||||||||||||||||||
August 2014 (multiple dates) [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 125,000 | |||||||||||||||||||||||
January 23, 2015 | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 16,098 | |||||||||||||||||||||||
March 30, 2015 (Member) | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 250,000 | |||||||||||||||||||||||
May 6, 2015 (Member) | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 144,729 | |||||||||||||||||||||||
May 11, 2015 (Member) | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 419,463 | |||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Short-term debt, fair value | 220,159 | |||||||||||||||||||||||
Fair value adjustments and accrued interest | (21,589) | (15,841) | ||||||||||||||||||||||
Repayments of short-term debt | (46,025) | |||||||||||||||||||||||
Debt conversion amount ending | (100,000) | |||||||||||||||||||||||
Short-term debt, fair value | $ 152,545 | |||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | July 10, 2013 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 336,000 | |||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | January 7, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | January 9, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | May 31, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | July 17, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | July 23, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | August 4, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | August 2014 (multiple dates) [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
April 1, 2014 Term Loan (Member) | January 23, 2015 | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
January 7, 2014 Term Loan [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 253,200 | |||||||||||||||||||||||
Fair value adjustments and accrued interest | $ (13,081) | 3,952 | ||||||||||||||||||||||
Repayments of short-term debt | (142,506) | |||||||||||||||||||||||
Debt conversion amount ending | (90,777) | |||||||||||||||||||||||
Short-term debt, fair value | $ 10,788 | |||||||||||||||||||||||
January 7, 2014 Term Loan [Member] | May 31, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
Fair value adjustments and accrued interest | 257,152 | |||||||||||||||||||||||
January 7, 2014 Term Loan [Member] | January 23, 2015 | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
Other Loans [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 1,199,897 | 271,200 | $ 419,463 | $ 144,729 | $ 250,000 | |||||||||||||||||||
Short-term debt, fair value | ||||||||||||||||||||||||
Fair value adjustments and accrued interest | $ (10,168) | |||||||||||||||||||||||
Repayments of short-term debt | (436,134) | $ (271,200) | ||||||||||||||||||||||
Debt conversion amount ending | (125,000) | |||||||||||||||||||||||
Short-term debt, fair value | $ 628,595 | |||||||||||||||||||||||
Other Loans [Member] | July 10, 2013 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
Other Loans [Member] | January 7, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
Other Loans [Member] | January 9, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 271,200 | |||||||||||||||||||||||
Other Loans [Member] | May 31, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | ||||||||||||||||||||||||
Other Loans [Member] | July 17, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 100,915 | |||||||||||||||||||||||
Other Loans [Member] | July 23, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 50,234 | |||||||||||||||||||||||
Other Loans [Member] | August 4, 2014 [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 93,458 | |||||||||||||||||||||||
Other Loans [Member] | August 2014 (multiple dates) [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | 125,000 | |||||||||||||||||||||||
Other Loans [Member] | January 23, 2015 | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Borrowing | $ 16,098 |
Short Term Loans (Details Textu
Short Term Loans (Details Textual) | May. 06, 2015USD ($) | Oct. 06, 2014 | Sep. 02, 2014 | Aug. 04, 2014USD ($) | Aug. 04, 2014CAD | Jul. 17, 2014USD ($) | Jul. 17, 2014CAD | Jun. 12, 2014USD ($) | Jun. 12, 2014CAD | May. 08, 2014USD ($) | Apr. 01, 2014USD ($) | Apr. 01, 2014CAD | Jan. 09, 2014USD ($) | Jan. 07, 2014USD ($) | Mar. 30, 2015USD ($) | Jan. 23, 2015USD ($) | Jul. 23, 2014USD ($) | May. 31, 2015USD ($) | May. 31, 2015CAD | May. 31, 2015CAD | May. 11, 2015USD ($) | May. 11, 2015CAD | May. 06, 2015CAD | Mar. 30, 2015CAD | Jan. 23, 2015CAD | Aug. 04, 2014CAD | Jul. 23, 2014CAD | Jul. 17, 2014CAD | Jun. 27, 2014USD ($) | Jun. 27, 2014CAD | May. 31, 2014USD ($) | Apr. 01, 2014CAD | Jan. 09, 2014CAD | Jan. 07, 2014CAD | May. 31, 2013USD ($) |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short term loans | $ 150,000 | $ 93,458 | $ 100,915 | $ 219,480 | $ 271,200 | $ 253,200 | $ 250,000 | $ 16,098 | $ 50,234 | $ 791,928 | CAD 180,000 | CAD 317,000 | CAD 20,000 | CAD 100,000 | CAD 53,750 | CAD 110,000 | $ 90,777 | CAD 100,000 | $ 477,311 | CAD 240,000 | CAD 300,000 | CAD 280,000 | |||||||||||||
Previously converted a portion of a previous loan from lender | CAD | CAD 350,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2015 | Aug. 14, 2014 | Aug. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | Jul. 10, 2014 | Feb. 24, 2014 | Apr. 7, 2014 | Apr. 21, 2015 | Jan. 26, 2015 | Aug. 5, 2014 | |||||||||||||||||||||||
Interest rate percent | 1.00% | 1.00% | 12.00% | 12.00% | 6.00% | 6.00% | 1.00% | 1.00% | 12.00% | 12.00% | |||||||||||||||||||||||||
Repayment of principle | $ 22,768 | CAD 25,000 | $ 142,056 | CAD 152,000 | $ 7,426 | $ 46,025 | CAD 50,000 | $ 77,145 | CAD 90,000 | ||||||||||||||||||||||||||
Short-term Debt, Fair Value | 791,928 | $ 477,311 | $ 477,311 | ||||||||||||||||||||||||||||||||
Short term loans, outstanding | $ 175,330 | CAD 190,000 | $ 22,395 | CAD 28,000 | |||||||||||||||||||||||||||||||
Preparation fee | $ 6,000 | 3,210 | $ 13,500 | $ 10,788 | $ 10,000 | $ 1,610 | $ 5,841 | CAD 7,200 | CAD 12,680 | CAD 2,000 | CAD 3,500 | CAD 6,250 | CAD 15,000 | CAD 13,418 | |||||||||||||||||||||
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 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 . | |||||||||||||||||||||||||||||||
April 1, 2014 Term Loan [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short-term Debt, Fair Value | $ 152,545 | CAD 190,000 | $ 220,159 | ||||||||||||||||||||||||||||||||
August 2014 (multiple dates) [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short term loans | $ 125,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 31, 2014 | Aug. 31, 2014 | |||||||||||||||||||||||||||||||||
Interest rate percent | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||
July 17, 2014 [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short term loans | $ 4,020 | CAD 5,000 | |||||||||||||||||||||||||||||||||
Short term loans, outstanding | $ 90,145 | CAD 105,000 | |||||||||||||||||||||||||||||||||
August 4, 2014 [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short term loans, outstanding | $ 60,308 | CAD 75,000 | |||||||||||||||||||||||||||||||||
May 11, 2015 [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short term loans | $ 419,463 | CAD 500,000 | |||||||||||||||||||||||||||||||||
Interest rate percent | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||
Short term loans, outstanding | 402,026 | CAD 500,000 | |||||||||||||||||||||||||||||||||
May 6, 2015 [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Short term loans, outstanding | $ 144,729 | CAD 180,000 |
Line of Credit - Loan Agreeme33
Line of Credit - Loan Agreement and Promissory Note (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 26, 2014 | May. 31, 2015 | May. 31, 2014 | |
Line of Credit - Loan Agreement and Promissory Note [Abstract] | |||
Line of credit | $ 150,000 | $ 2,167,025 | $ 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 | 1,367,025 | ||
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 | 533,130 | ||
Warrants expiration, Term | 5 years | ||
Additional amount withdrawn under line of credit | $ 100,000 | $ 1,367,025 | |
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 34
Convertible Promissory Notes and Debentures (Details) - USD ($) | 12 Months Ended | ||||||||||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | Feb. 28, 2015 | Dec. 12, 2014 | Nov. 30, 2014 | Jul. 23, 2014 | Jul. 17, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | |
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 3,421,250 | $ 50,234 | $ 100,915 | $ 2,391,500 | |||||||
Conversions | $ (80,000) | $ (65,000) | |||||||||
Repayments | (182,500) | (78,500) | |||||||||
Convertible notes and debt at fair value at commitment date | 1,594,068 | 2,573,057 | |||||||||
Change in fair value | 33,156 | 50,675 | |||||||||
Repayments (cash) | (238,271) | (64,603) | |||||||||
Conversions to common stock | (105,817) | (51,954) | |||||||||
Convertible notes and debt at fair value | 3,790,311 | 1,594,068 | |||||||||
Current | 3,477,825 | 100,846 | |||||||||
Long term | 312,486 | 2,406,329 | |||||||||
Convertible Debt, Fair Value Disclosures Net | 1,594,068 | 2,573,057 | $ 3,790,311 | 1,594,068 | |||||||
JMJ Financial [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 40,000 | $ 80,000 | |||||||||
Conversions | (80,000) | $ (65,000) | |||||||||
Repayments | (90,000) | ||||||||||
Convertible notes and debt at fair value at commitment date | 137,071 | $ 295,111 | |||||||||
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) | 137,071 | |||||||||
Current | |||||||||||
Long term | $ 142,189 | ||||||||||
Convertible Debt, Fair Value Disclosures Net | $ 137,071 | $ 295,111 | $ (656,507) | $ (656,507) | $ (137,071) | 137,071 | $ (54,286) | $ (142,812) | |||
Other Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | 727,250 | 92,500 | |||||||||
Conversions | |||||||||||
Repayments | $ (92,500) | $ (78,500) | |||||||||
Convertible notes and debt at fair value at commitment date | 1,020,110 | 191,226 | |||||||||
Change in fair value | 858,573 | (25,777) | |||||||||
Repayments (cash) | $ (135,051) | $ (64,603) | |||||||||
Conversions to common stock | |||||||||||
Convertible notes and debt at fair value | $ 1,844,478 | $ 1,020,110 | |||||||||
Current | $ 1,844,478 | $ 100,846 | |||||||||
Long term | |||||||||||
Convertible Debt, Fair Value Disclosures Net | $ 1,020,110 | $ 191,226 | $ 1,844,478 | $ 1,020,110 | |||||||
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 | $ (755,194) | $ 177,420 | |||||||||
Repayments (cash) | |||||||||||
Conversions to common stock | |||||||||||
Convertible notes and debt at fair value | $ 1,945,833 | $ 436,887 | |||||||||
Current | 1,633,347 | ||||||||||
Long term | 312,486 | $ 2,264,140 | |||||||||
Convertible Debt, Fair Value Disclosures Net | $ 436,887 | $ 2,086,720 | 1,945,833 | 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 | ||||||||||
Borrowing on March 30, 2015 (Member) | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 92,000 | ||||||||||
Borrowing on March 30, 2015 (Member) | JMJ Financial [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on March 30, 2015 (Member) | Other Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 92,000 | ||||||||||
Borrowing on March 30, 2015 (Member) | Convertible Debentures [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 15, 2015 (Member) | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 69,000 | ||||||||||
Borrowing on April 15, 2015 (Member) | JMJ Financial [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 15, 2015 (Member) | Other Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 69,000 | ||||||||||
Borrowing on April 15, 2015 (Member) | Convertible Debentures [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 20, 2015 (Member) | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 50,000 | ||||||||||
Borrowing on April 20, 2015 (Member) | JMJ Financial [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 20, 2015 (Member) | Other Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 50,000 | ||||||||||
Borrowing on April 20, 2015 (Member) | Convertible Debentures [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 23, 2015 (Member) | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 60,500 | ||||||||||
Borrowing on April 23, 2015 (Member) | JMJ Financial [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 23, 2015 (Member) | Other Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 60,500 | ||||||||||
Borrowing on April 23, 2015 (Member) | Convertible Debentures [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 23, 2015 (Member) | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 25,000 | ||||||||||
Borrowing on April 23, 2015 (Member) | JMJ Financial [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | |||||||||||
Borrowing on April 23, 2015 (Member) | Other Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings | $ 25,000 | ||||||||||
Borrowing on April 23, 2015 (Member) | Convertible Debentures [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowings |
Convertible Promissory Notes 35
Convertible Promissory Notes and Debentures (Details 1) - USD ($) | Mar. 01, 2015 | Aug. 14, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2013 | May. 31, 2015 | May. 31, 2014 | Mar. 02, 2015 | Jun. 07, 2013 | May. 31, 2013 |
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Fair value of promissory notes | $ 3,790,311 | $ 1,594,068 | $ 3,790,311 | $ 1,594,068 | $ 2,573,057 | |||||||||||||
Stock price | $ 0.10 | $ 0.06 | $ 0.72 | |||||||||||||||
Dividend | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Fair value derivative liability warrant | $ 2,531,282 | $ 2,531,282 | 4,050,278 | |||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Stock price | $ 0.16 | $ 0.16 | ||||||||||||||||
Current exercise price | $ 0.10 | $ 0.10 | ||||||||||||||||
Time to expiration - days | 1826 days | |||||||||||||||||
Risk free interest rate | 1.54% | |||||||||||||||||
Estimated volatility (all options) | 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 | $ 469,000 | $ 305,000 | $ 395,000 | |||||||||||||||
Fair value of promissory notes | (665,511) | (247,696) | (320,787) | |||||||||||||||
Fair value derivative liability warrant | (776,664) | (125,050) | (161,950) | |||||||||||||||
Financing expense on the issuance of promissory notes | $ 973,175 | $ 67,746 | $ 87,737 | |||||||||||||||
Covertible Debentures with Series C or Series D Warrants [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Gross proceeds | $ 225,000 | $ 250,000 | $ 1,050,000 | $ 1,050,000 | ||||||||||||||
Fair value of promissory notes | (182,720) | $ (254,167) | $ (852,726) | $ (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 | 1766 days | |||||||||||||||||
Minimum [Member] | Series A Warrants [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Time to expiration - 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 | $ 0.18 | $ 0.05 | $ 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 | 1.74% | 1.51% | 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 | $ 0.10 | $ 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 | 393 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 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||
Time to expiration - days | 671 days | 638 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 May 31, 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 | 306 days | 272 days | 243 days | |||||||||||||||
Dividend | ||||||||||||||||||
Fair value of promissory notes at May 31, 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 | 393 days | |||||||||||||||||
Fair value of promissory notes at May 31, 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 | 365 days | 515 days | ||||||||||||||||
Fair value of promissory notes at May 31, 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 | 328 days | 460 days | ||||||||||||||||
JMJ Financial [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Gross proceeds | $ 296,500 | $ 430,750 | $ 90,000 | $ 40,000 | $ 40,000 | $ 65,000 | $ 296,500 | $ 40,000 | ||||||||||
Fair value of promissory notes | $ (656,507) | (656,507) | $ (137,071) | $ 137,071 | $ (54,286) | $ (142,812) | $ (656,507) | $ 137,071 | $ 295,111 | |||||||||
Fair value of equity warrants | (37,100) | |||||||||||||||||
Financing expense on the issuance of promissory notes | $ 67,104 | $ 262,857 | $ 47,071 | $ 58,014 | $ 14,286 | $ 77,812 | $ 67,104 | $ 58,014 | ||||||||||
Stock price | $ 0.06 | $ 0.05 | $ 0.06 | |||||||||||||||
Current exercise price | $ 0.03 | 0.03 | ||||||||||||||||
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 | $ 0.05 | $ 0.07 | $ 0.14 | ||||||||||||||
Current exercise price | $ 0.05 | $ 0.03 | $ 0.05 | 0.05 | ||||||||||||||
Time to expiration - days | 578 days | 632 days | 730 days | |||||||||||||||
Risk free interest rate | 0.37% | 0.08% | 0.11% | |||||||||||||||
Estimated volatility (all options) | 150.00% | 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 | $ 0.06 | $ 0.07 | $ 0.12 | 0.06 | ||||||||||||||
Current exercise price | $ 0.10 | $ 0.06 | ||||||||||||||||
Time to expiration - days | 366 days | 365 days | 436 days | |||||||||||||||
Risk free interest rate | 0.27% | 0.26% | 0.11% | |||||||||||||||
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 | $ 0.05 | $ 0.04 | 0.05 | ||||||||||||||
Current exercise price | $ 0.02 | $ 0.04 | ||||||||||||||||
Time to expiration - days | 250 days | 181 days | 389 days | |||||||||||||||
Risk free interest rate | 0.09% | 0.14% | 0.10% | |||||||||||||||
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% | 150.00% | |||||||||||||||
Dividend | ||||||||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at May 31, 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 May 31, 2015 [Member] | Maximum [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Current exercise price | $ 0.10 | $ 0.10 | 0.10 | |||||||||||||||
Time to expiration - days | 325 days | 346 days | ||||||||||||||||
Risk free interest rate | 0.26% | 0.22% | ||||||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at May 31, 2015 [Member] | Minimum [Member] | ||||||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | ||||||||||||||||||
Current exercise price | $ 0.03 | $ 0.03 | $ 0.03 | |||||||||||||||
Time to expiration - days | 212 days | 115 days | ||||||||||||||||
Risk free interest rate | 0.06% | 0.07% |
Convertible Promissory Notes 36
Convertible Promissory Notes and Debentures (Details Textual) - Range [Domain] | May. 06, 2015 | Feb. 09, 2015USD ($) | Feb. 04, 2015USD ($) | Dec. 12, 2014USD ($) | Oct. 06, 2014USD ($)$ / sharesshares | Sep. 02, 2014USD ($)$ / sharesshares | Aug. 04, 2014USD ($) | Aug. 04, 2014CAD | Jul. 17, 2014 | Jun. 27, 2014USD ($)$ / sharesshares | Jun. 27, 2014CADshares | Jun. 13, 2014USD ($) | Jun. 12, 2014USD ($) | Jun. 12, 2014CAD | Jun. 10, 2014USD ($) | May. 30, 2014USD ($)$ / sharesshares | May. 08, 2014USD ($) | Apr. 23, 2014USD ($)$ / sharesshares | Apr. 01, 2014USD ($)$ / sharesshares | Apr. 01, 2014CADshares | Jan. 09, 2014 | Jan. 07, 2014 | Dec. 12, 2013USD ($) | Oct. 09, 2013USD ($) | Apr. 23, 2015USD ($)shares | Apr. 20, 2015USD ($) | Apr. 15, 2015USD ($) | Mar. 30, 2015USD ($) | Jan. 23, 2015USD ($) | Dec. 31, 2014shares | Dec. 29, 2014USD ($) | Dec. 24, 2014USD ($) | Oct. 27, 2014USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | Jul. 23, 2014 | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Dec. 17, 2013USD ($) | Nov. 15, 2013USD ($)$ / shares | May. 31, 2015USD ($)$ / sharesshares | May. 31, 2015CADshares | May. 31, 2014USD ($)$ / sharesshares | Mar. 28, 2014USD ($) | Mar. 02, 2015$ / shares | Oct. 22, 2014USD ($) | Sep. 03, 2014USD ($) | Aug. 14, 2014$ / shares | Apr. 16, 2014USD ($) | Feb. 21, 2014USD ($) | Jun. 07, 2013$ / shares | Feb. 28, 2013USD ($) |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2015 | Aug. 14, 2014 | Aug. 14, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | Jul. 10, 2014 | Feb. 24, 2014 | Apr. 7, 2014 | Apr. 21, 2015 | Jan. 26, 2015 | Aug. 5, 2014 | ||||||||||||||||||||||||||||||||||||||||
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 . | 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 . | |||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.06 | $ 0.10 | $ 0.72 | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes mature period | 24 months | 24 months | 3 months | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||||||||||||
Prepayment fees | $ 25,000 | $ 78,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ (105,817) | $ (51,954) | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, additional paid in capital | 41,060 | $ 2,609,256 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 22,768 | CAD 25,000 | $ 142,056 | CAD 152,000 | $ 7,426 | $ 46,025 | CAD 50,000 | $ 77,145 | CAD 90,000 | ||||||||||||||||||||||||||||||||||||||||||
JSJ Investment Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 23, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into common stock of the Company at any time beginning on the 180th day. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 50% of the lowest 15 days prior to conversion or 10 cents. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | Early payback penalties are 140% from 120-150 days and 150% up to the maturity date of the note. | ||||||||||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 24, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into common stock of the Company at any time beginning on the 180th day. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 55% of the average of 2 lowest closing bid prices from the 10 days prior to conversion or 10 cents. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | Early payback penalties are 150% and is eligible up to 180 days from the inception of the note. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vista Capital Investments, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 29, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into common stock of the Company at any time beginning on the 180th day. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 60% of the lowest closing bid prices from the 25 days prior to conversion or 10 cents. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | Early payback penalties are 125% up to 90 days and 145% after 90 days. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Due diligence fee related to debt instrument | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Group 10 Holdings LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 92,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into shares of common stock of the Company at any time beginning on the 180th day | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | conversion price of 55% of the average of the two lowest closing bid prices with a twenty day look back period as of the date a notice of conversion is given. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | The debenture may be paid back any time before maturity with a prepayment penalty of 123%. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accredited investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 90,777 | CAD 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise or strike price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.16 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series C Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 27, 2019 | Jun. 27, 2019 | May 30, 2016 | Apr. 23, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.15 | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||||||||||
8% Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 42,500 | $ 78,500 | $ 50,000 | $ 78,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 6, 2014 | Jul. 2, 2014 | Sep. 13, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 22.00% | 24.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | 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 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. | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | 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 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. | |||||||||||||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 25,000 | $ 59,051 | 109,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Prepayment fees | $ 76,000 | $ 42,500 | $ 78,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 469,000 | $ 305,000 | $ 395,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Discount on principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 12.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 6, 2016 | Sep. 2, 2016 | Jun. 27, 2016 | Jun. 27, 2016 | May 30, 2016 | Apr. 23, 2016 | Oct. 6, 2016 | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 16.00% | 16.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The Convertible Promissory Note is due two years from the effective date of each payment. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | It is interest free if repaid within 90 days and if not paid within 90 days, it bears a one-time interest charge of 12%, which is in addition to the original issue discount. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Due diligence fee related to debt instrument | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise or strike price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 125 | 250 | 1,000 | 50 | 469 | 305 | 395 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 125,000 | $ 250,000 | $ 1,000,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note par value | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 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 | 24 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||
Additional borrowings | $ 65,000 | $ 40,000 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 150,000 | $ 40,000 | $ 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | shares | 1,111,704 | 1,605,794 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | JSJ Investment Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 23, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | LG Capital Funding, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 24, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Vista Capital Investments, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 29, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Typenex Co-Investments, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 115,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 4, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, description | The Company can repay the Note within the first six months at a penalty of 125% of principal amount. After six months, repayments can be made on an installment basis, either in cash (plus OID), or in shares of common stock. If installment payments are made in the form of common stock, the effective price for the stock issuance is at 70% of the average of the three lowest closing bid prices over a ten day look back period from the date the installment is due. 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. At the funding date the Company issued 700,000 fixed price warrants at an exercise price of 10 cents | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, additional paid in capital | $ 37,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Iconic Holdings, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on principal amount | $ 90,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 9, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, description | 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, whichever is lower. The Note carries early payback penalties on principal repayment which 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Vis Vires Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 69,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 6, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into shares of common stock of the Company at any time beginning on the 180th day. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 58% of the average of the three lowest trading prices from previous ten trading days including the date notice is given. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, description | The Note may be paid back any time before maturity with a prepayment penalty of 110% if paid back within the first 30 days, 115% if paid back between 31 and 60 days, 120% if paid between 61 and 90 days, 125% if paid between 91 and 120 days, 130% if paid between 121 and 150 days, and 135% if paid back between 151 and 180 days after which it cannot be repaid. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Adar Bays, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 20, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into shares of common stock of the Company at any time beginning on the 180th day. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 60% of the average of the three lowest trading prices from previous fifteen trading days. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative preferred stock liability, Description | The Note may be paid back any time before maturity with a prepayment penalty of 140%. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Auctus Private Equity Fund, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 60,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 21, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, term of conversion feature | The note may be converted into shares of common stock of the Company at any time beginning on the 180th day. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 60% of the average of the two lowest trading prices from previous twenty trading days. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, description | The Note may be paid back any time before maturity with a prepayment penalty of 130%. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | JMJ Financial [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on principal amount | $ 50,000 | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Additional borrowings | $ 40,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 40,000 | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | shares | 1,111,704 | 1,960,641 | 1,960,641 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series A Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series B Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series C Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 2, 2019 | Jun. 27, 2019 | Jun. 27, 2019 | May 30, 2019 | Apr. 23, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 833,334 | 1,666,667 | 1,666,667 | 6,666,667 | 333,333 | ||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | shares | 400,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series D Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 6, 2019 | Oct. 27, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.22 | $ 0.22 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 333,333 | 333,333 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit one [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 50 | 25 | 125 | 50 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of trade payables | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 75 | 125 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 25 |
Common Stock (Details)
Common Stock (Details) - USD ($) | May. 25, 2015 | Nov. 20, 2014 | Nov. 05, 2014 | Oct. 23, 2014 | Sep. 16, 2014 | Sep. 03, 2014 | May. 19, 2014 | May. 16, 2014 | May. 09, 2014 | Oct. 23, 2013 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Feb. 03, 2015 | May. 31, 2015 | May. 31, 2014 | Dec. 31, 2014 | Apr. 28, 2014 | Nov. 15, 2013 | Mar. 28, 2013 | 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. | ||||||||||||||||||||
Stock issued for consulting services | $ 307,967 | $ 215,711 | |||||||||||||||||||
Stock to be issued under prior obligations | 75,926,665 | ||||||||||||||||||||
Convertible notes principal amount | $ 65,000 | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ (124,567) | $ (124,567) | |||||||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 200,000,000 | ||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Issuance of common stock to consultants | $ 52,500 | $ 80,000 | $ 95,000 | ||||||||||||||||||
Issuance of common stock to consultants, shares | 540,000 | 800,000 | 950,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Warrants exercise price | $ 0.10 | $ 0.10 | |||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Warrants exercise price | $ 0.22 | $ 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 | 1,000,000 | 3,290,000 | 1,900,000 | ||||||||||||||||||
Stock issued for consulting services | $ 80,000 | $ 329 | $ 190 | ||||||||||||||||||
Additional common stock issued for consulting services | $ 39,000 | ||||||||||||||||||||
Additional common stock issued for consulting services, shares | 600,000 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Exchange of common stock shares | 15,000,000 | 13,333,333 | |||||||||||||||||||
Exchange of common stock value | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||
Number of convertible preferred stock converted | 9,360,000 | ||||||||||||||||||||
Common stock, shares authorized | 400,000,000 | ||||||||||||||||||||
Issuance of common stock to consultants | $ 1,333 | ||||||||||||||||||||
Issuance of common stock to consultants, shares | 13,333,333 | ||||||||||||||||||||
Common Stock [Member] | Intertainment Media Inc [Member] | |||||||||||||||||||||
Common Stock (Textual) | |||||||||||||||||||||
Stock issued for consulting services, shares | 1,666,667 | 1,666,667 | 500,000 | ||||||||||||||||||
Stock issued for consulting services | $ 133,333 | $ 133,333 | $ 75,000 |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details) - USD ($) | Jun. 07, 2013 | May. 31, 2015 | May. 31, 2014 | Mar. 02, 2015 | 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 | $ 0.06 | $ 0.10 | ||
Current exercise price | $ 0.10 | ||||
Time to expiration - days | 9 months 18 days | ||||
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 39
Preferred Stock and Warrants (Details 1) - Preferred Stock [Member] - shares | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
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 40
Preferred Stock and Warrants (Details 2) - $ / shares | Feb. 04, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | May. 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | Oct. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May. 31, 2013 | Mar. 28, 2013 | May. 31, 2015 | May. 31, 2014 | Nov. 30, 2013 |
Beginning balance, Outstanding | 7,710,000 | 47,860,000 | 7,710,000 | ||||||||||||||
Exercised and expired | |||||||||||||||||
Ending balance, Outstanding | 7,710,000 | 55,226,666 | 47,860,000 | ||||||||||||||
Line of Credit [Member] | |||||||||||||||||
Issued | 8,000,000 | ||||||||||||||||
Issued to Lender - Line of Credit | 8,000,000 | ||||||||||||||||
Exercise Price | $ 0.10 | ||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||
Beginning balance, Outstanding | 11,690,000 | ||||||||||||||||
Issued | 4,690,000 | 3,050,000 | 3,950,000 | ||||||||||||||
Ending balance, Outstanding | 4,690,000 | 3,050,000 | 3,950,000 | 11,690,000 | 11,690,000 | ||||||||||||
Exercise Price | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | ||||||||||||||
Series B Warrants [Member] | |||||||||||||||||
Issued | 4,690,000 | 3,050,000 | 3,950,000 | ||||||||||||||
Exercise Price | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | ||||||||||||||
Series C Warrants [Member] | |||||||||||||||||
Issued | 833,333 | 1,666,667 | 6,666,667 | 333,333 | |||||||||||||
Exercise Price | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | |||||||||||||
Expiration | Sep. 2, 2019 | Jun. 27, 2019 | May 30, 2019 | Apr. 23, 2019 | |||||||||||||
Series D Warrants [Member] | |||||||||||||||||
Issued | 333,333 | 333,333 | |||||||||||||||
Exercise Price | $ 0.22 | $ 0.22 | |||||||||||||||
Expiration | Oct. 6, 2019 | Oct. 27, 2019 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Beginning balance, Outstanding | 7,710,000 | 7,710,000 | |||||||||||||||
Issued | 700,000 | 1,650,000 | 120,000 | 3,700,000 | 4,010,000 | 200,000 | 120,000 | ||||||||||
Exercised and expired | |||||||||||||||||
Ending balance, Outstanding | 7,710,000 | ||||||||||||||||
Exercise Price | $ 0.10 | $ 0.054 | $ 0.10 | $ 0.054 | $ 0.10 | $ 0.15 | |||||||||||
Expiration | Feb. 4, 2020 | Jun. 7, 2018 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | May 30, 2019 | |||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||
Issued | 50,000 | ||||||||||||||||
Exercised and expired | $ 0.10 | ||||||||||||||||
Expiration | May 31, 2017 | ||||||||||||||||
Warrant [Member] | Consultant One [Member] | |||||||||||||||||
Issued | 150,000 | ||||||||||||||||
Exercised and expired | $ 0.15 | ||||||||||||||||
Expiration | May 31, 2017 |
Preferred Stock and Warrants 41
Preferred Stock and Warrants (Details 3) - USD ($) | Feb. 04, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | May. 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | Oct. 27, 2014 | Mar. 29, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 30, 2013 | May. 31, 2013 | Mar. 28, 2013 | May. 31, 2015 | May. 31, 2014 | Nov. 15, 2013 |
Issued to Loan Agreement - Credit Line | 55,226,666 | 8,000,000 | ||||||||||||||||
Issued to Loan Agreement - Credit Line, Equity Value | $ 4,501,407 | $ 1,495,200 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Issued | 700,000 | 1,650,000 | 120,000 | 3,700,000 | 4,010,000 | 200,000 | 120,000 | |||||||||||
Equity Value | $ 37,100 | $ 211,670 | $ 917,087 | $ 3,744 | $ 543,530 | $ 917,087 | $ 3,960 | |||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||
Issued | 3,300,000 | |||||||||||||||||
Equity Value | $ 165,330 | |||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Issued | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||||
Equity Value | $ 234,969 | $ 224,135 | $ 397,895 | |||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||
Issued | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||||
Equity Value | ||||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||
Issued | 833,333 | 1,666,667 | 6,666,667 | 333,333 | ||||||||||||||
Equity Value | $ 38,584 | $ 187,574 | $ 9,395 | |||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||
Issued | 333,333 | 333,333 | ||||||||||||||||
Equity Value | $ 15,567 | $ 15,667 |
Preferred Stock and Warrants 42
Preferred Stock and Warrants (Details Textual) | Feb. 04, 2015USD ($)$ / sharesshares | Oct. 06, 2014USD ($)$ / sharesshares | Sep. 02, 2014USD ($)$ / sharesshares | Jun. 27, 2014USD ($)$ / sharesshares | Jun. 27, 2014CAD | May. 30, 2014USD ($)$ / sharesshares | Apr. 23, 2014USD ($)$ / sharesshares | Apr. 01, 2014USD ($)$ / sharesshares | Jun. 07, 2013USD ($)$ / sharesshares | Oct. 27, 2014USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Mar. 29, 2014USD ($)shares | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Nov. 30, 2013USD ($)shares | Nov. 15, 2013$ / sharesshares | May. 31, 2013USD ($)$ / sharesshares | Mar. 28, 2013USD ($)$ / sharesshares | May. 31, 2015USD ($)$ / sharesshares | May. 31, 2014USD ($)$ / sharesshares | Mar. 02, 2015$ / shares | Aug. 14, 2014$ / shares |
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Preferred stock, shares authorized | shares | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Term of warrant | 5 years | |||||||||||||||||||||
Weighted average exercise price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||
Estimated value of warrant | $ | $ 12,888 | |||||||||||||||||||||
Amount of debt conversion | $ | $ (105,817) | $ (51,954) | ||||||||||||||||||||
Exercised and expired | ||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Amount of debt conversion | $ 90,777 | CAD 100,000 | ||||||||||||||||||||
May 31, 2013 [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Remaining shares issuable under warrants | shares | 3,700,000 | |||||||||||||||||||||
June 7, 2013 [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Remaining shares issuable under warrants | shares | 1,650,000 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants exercise price | $ 0.10 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants exercise price | $ 0.22 | |||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 12.00% | 6.00% | |||||||||||
Conversion price | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.10 | ||||||||||||||||
Convertible debenture par value | $ | $ 1,000 | |||||||||||||||||||||
Convertible promissory notes, Unit | shares | 125 | 250 | 1,000 | 50 | 469 | 305 | 395 | |||||||||||||||
Convertible promissory notes | $ | $ 125,000 | $ 250,000 | $ 1,000,000 | $ 50,000 | ||||||||||||||||||
Amount of debt conversion | $ | $ 150,000 | $ 40,000 | $ 65,000 | |||||||||||||||||||
Maturity date of convertible promissory note | Oct. 6, 2016 | Sep. 2, 2016 | Jun. 27, 2016 | Jun. 27, 2016 | May 30, 2016 | Apr. 23, 2016 | Oct. 6, 2016 | |||||||||||||||
Warrants exercise price | $ 0.15 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Consulting Firms One [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants exercise price | $ 0.15 | |||||||||||||||||||||
Expiration | May 31, 2019 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Consulting Firms Two [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants exercise price | $ 0.15 | |||||||||||||||||||||
Expiration | May 31, 2019 | |||||||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants issued to purchase common stock | shares | 8,000,000 | |||||||||||||||||||||
Warrants exercise price | $ 0.10 | |||||||||||||||||||||
Expiration | Apr. 7, 2019 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Term of warrant | 5 years | 5 years | 5 years | |||||||||||||||||||
Conversion into common stock, Units | shares | 7,350,000 | |||||||||||||||||||||
Conversion into common stock, Value | $ | $ 735,000 | |||||||||||||||||||||
Warrants exercise price | $ 0.1 | $ 0.1 | $ 0.1 | |||||||||||||||||||
Series A Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Sale of stock, price per share | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||||||
Sale of shares on private placement | shares | 9,360,000 | 9,360,000 | 9,360,000 | |||||||||||||||||||
Proceeds from issuance of private placement | $ | $ 936,000 | |||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Conversion into common stock, Units | shares | 2,010,000 | |||||||||||||||||||||
Conversion into common stock, Value | $ | $ 201,000 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Term of warrant | 5 years | 5 years | 5 years | |||||||||||||||||||
Weighted average exercise price | $ 0.14 | $ 0.16 | ||||||||||||||||||||
Weighted average remaining life of warrant | 3 years 8 months 12 days | 4 years 8 months 12 days | ||||||||||||||||||||
Number of warrants issued under subscription agreements | shares | 9,360,000 | 9,360,000 | 9,360,000 | |||||||||||||||||||
Shares issuable under warrants number of shares issued | shares | 4,010,000 | |||||||||||||||||||||
Shares issuable under warrants value | $ | $ 37,100 | $ 211,670 | $ 917,087 | $ 3,744 | $ 543,530 | $ 917,087 | $ 3,960 | |||||||||||||||
Warrants issued to purchase common stock | shares | 700,000 | 1,650,000 | 120,000 | 120,000 | 3,700,000 | 4,010,000 | 200,000 | |||||||||||||||
Warrants exercise price | $ 0.10 | $ 0.054 | $ 0.10 | $ 0.054 | $ 0.10 | $ 0.15 | ||||||||||||||||
Expiration | Feb. 4, 2020 | Jun. 7, 2018 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | May 30, 2019 | ||||||||||||||||
Exercised and expired | ||||||||||||||||||||||
Warrant [Member] | Consulting Firms One [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants issued to purchase common stock | shares | 2,000,000 | |||||||||||||||||||||
Warrants exercise price | $ 0.15 | |||||||||||||||||||||
Expiration | May 31, 2019 | |||||||||||||||||||||
Warrant [Member] | Consulting Firms Two [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants issued to purchase common stock | shares | 1,300,000 | |||||||||||||||||||||
Warrants exercise price | $ 0.15 | |||||||||||||||||||||
Expiration | May 31, 2019 | |||||||||||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants issued to purchase common stock | shares | 50,000 | |||||||||||||||||||||
Expiration | May 31, 2017 | |||||||||||||||||||||
Exercised and expired | $ 0.10 | |||||||||||||||||||||
Warrant [Member] | Consultant One [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Warrants issued to purchase common stock | shares | 150,000 | |||||||||||||||||||||
Expiration | May 31, 2017 | |||||||||||||||||||||
Exercised and expired | $ 0.15 | |||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Term of warrant | 5 years | |||||||||||||||||||||
Warrant to purchase of common stock | shares | 10,000 | 10,000 | 10,000 | |||||||||||||||||||
Shares issuable under warrants value | $ | $ 234,969 | $ 224,135 | $ 397,895 | |||||||||||||||||||
Warrants issued to purchase common stock | shares | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||||||||
Warrants exercise price | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Term of warrant | 5 years | |||||||||||||||||||||
Warrant to purchase of common stock | shares | 10,000 | 10,000 | 10,000 | |||||||||||||||||||
Shares issuable under warrants value | $ | ||||||||||||||||||||||
Warrants issued to purchase common stock | shares | 4,690,000 | 3,050,000 | 3,950,000 | |||||||||||||||||||
Warrants exercise price | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Term of warrant | 5 years | 5 years | ||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | ||||||||||||||||||||
Shares issuable under warrants value | $ | $ 38,584 | $ 187,574 | $ 9,395 | |||||||||||||||||||
Conversion price | $ 0.15 | $ 0.15 | ||||||||||||||||||||
Convertible debenture par value | $ | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Maturity date of convertible promissory note | Jun. 27, 2019 | Jun. 27, 2019 | May 30, 2016 | Apr. 23, 2016 | ||||||||||||||||||
Warrants issued to purchase common stock | shares | 833,333 | 1,666,667 | 6,666,667 | 333,333 | ||||||||||||||||||
Warrants exercise price | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | ||||||||||||||||||
Expiration | Sep. 2, 2019 | Jun. 27, 2019 | Jun. 27, 2019 | May 30, 2019 | Apr. 23, 2019 | |||||||||||||||||
Series C Warrants [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Maturity date of convertible promissory note | Sep. 2, 2019 | Jun. 27, 2019 | Jun. 27, 2019 | May 30, 2019 | Apr. 23, 2019 | |||||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Shares issuable under warrants value | $ | $ 15,567 | $ 15,667 | ||||||||||||||||||||
Warrants issued to purchase common stock | shares | 333,333 | 333,333 | ||||||||||||||||||||
Warrants exercise price | $ 0.22 | $ 0.22 | ||||||||||||||||||||
Expiration | Oct. 6, 2019 | Oct. 27, 2019 | ||||||||||||||||||||
Series D Warrants [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Maturity date of convertible promissory note | Oct. 6, 2019 | Oct. 27, 2019 | ||||||||||||||||||||
Issuance of unit one [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 50 | 25 | 125 | 50 | ||||||||||||||||||
Convertible promissory notes | $ | $ 50,000 | $ 50,000 | ||||||||||||||||||||
Issuance of unit two [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | ||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 75 | 125 |
Derivative Preferred Stock an43
Derivative Preferred Stock and Warrant Liabilities (Details) | 12 Months Ended | |
May. 31, 2015USD ($)PreferredStockshares | May. 31, 2014USD ($)PreferredStockshares | |
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 | PreferredStock | 7,710,000 | |
Issued June 7, 2013, Value | $ 1,025,475 | |
Issued June 7, 2013, Units | PreferredStock | 1,650,000 | |
Decrease in fair value of derivative liability, Value | $ (3,569,337) | |
Decrease in fair value of derivative liability, Units | PreferredStock | ||
Conversion into common stock, Value | $ (735,000) | |
Conversion into common stock, Units | shares | (7,350,000) | |
Transfer value of preferred stock to equity, Value | $ (201,000) | |
Transfer value of preferred stock to equity, Units | PreferredStock | (2,010,000) | |
Ending balance, Value | ||
Ending balance, No of units | PreferredStock | ||
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 | PreferredStock | 17,160,000 | 7,710,000 |
Issued June 7, 2013, Value | $ 1,146,915 | |
Issued June 7, 2013, Units | PreferredStock | 1,650,000 | |
Issued November 15, 2013, Value | $ 9,636 | |
Issued November 15, 2013, Units | PreferredStock | 120,000 | |
Series A warrants issued on January 29, 2014, Value | $ 161,950 | |
Series A warrants issued on January 29, 2014,Units | PreferredStock | 3,950,000 | |
Series A warrants issued on February 27, 2014, Value | $ 125,050 | |
Series A warrants issued on February 27, 2014, Units | PreferredStock | 3,050,000 | |
Series A warrants issued on April 1, 2014, Value | $ 776,664 | |
Series A warrants issued on April 1, 2014, Units | PreferredStock | 4,690,000 | |
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 7 and 8) | $ (1,851,090) | $ (917,087) |
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 7 and 8), Units | PreferredStock | (17,160,000) | (4,010,000) |
Warrants exercised or expired, Value | ||
Warrants exercised or expired, Units | shares | ||
Decrease in fair value of derivative liability, Value | $ (680,192) | $ (2,822,124) |
Decrease in fair value of derivative liability, Units | PreferredStock | ||
Ending balance, Value | $ 2,531,282 | |
Ending balance, No of units | PreferredStock | 17,160,000 |
Derivative Preferred Stock an44
Derivative Preferred Stock and Warrant Liabilities (Details 1) - $ / shares | Mar. 01, 2015 | Aug. 14, 2014 | Feb. 27, 2014 | Nov. 15, 2013 | May. 31, 2015 | May. 31, 2014 | Mar. 02, 2015 | Apr. 01, 2014 | Mar. 26, 2014 | Jan. 29, 2014 | Jun. 07, 2013 | May. 31, 2013 |
Warrants - Series A (issuable under warrant) | 55,226,666 | 47,860,000 | 8,000,000 | 7,710,000 | ||||||||
Stock price | $ 0.10 | $ 0.06 | $ 0.72 | |||||||||
Dividend | ||||||||||||
Warrant [Member] | ||||||||||||
Warrants - Series A (issuable under warrant) | 7,710,000 | |||||||||||
Warrant [Member] | May 31, 2014 and November 15, 2013 [Member] | ||||||||||||
Stock price | $ 0.08 | $ 0.16 | ||||||||||
Current exercise price | $ 0.10 | $ 0.10 | ||||||||||
Time to expiration - days (range) | 1826 days | 1629 days | ||||||||||
Risk free interest rate | 1.37% | 1.54% | ||||||||||
Estimated volatility | 150.00% | 150.00% | ||||||||||
Dividend | ||||||||||||
Warrant [Member] | June 8, 2014, June 1, 2014 and year ended May 31, 2014 [Member] | ||||||||||||
Stock price | $ 0.16 | |||||||||||
Current exercise price | $ 0.054 | |||||||||||
Risk free interest rate | 1.54% | |||||||||||
Estimated volatility | 150.00% | |||||||||||
Dividend | ||||||||||||
Warrant [Member] | June 8, 2014 [Member] | ||||||||||||
Stock price | $ 0.14 | |||||||||||
Current exercise price | $ 0.054 | |||||||||||
Time to expiration - days (range) | 1461 days | |||||||||||
Risk free interest rate | 1.66% | |||||||||||
Estimated volatility | 150.00% | |||||||||||
Dividend | ||||||||||||
Warrant [Member] | June 1, 2014 [Member] | ||||||||||||
Stock price | $ 0.16 | |||||||||||
Current exercise price | $ 0.054 | |||||||||||
Time to expiration - days (range) | 1461 days | |||||||||||
Risk free interest rate | 1.54% | |||||||||||
Estimated volatility | 150.00% | |||||||||||
Dividend | ||||||||||||
Warrant [Member] | January 29, 2015 [Member] | ||||||||||||
Stock price | $ 0.06 | |||||||||||
Current exercise price | $ 0.10 | |||||||||||
Time to expiration - days (range) | 1461 days | |||||||||||
Risk free interest rate | 1.28% | |||||||||||
Estimated volatility | 150.00% | |||||||||||
Dividend | ||||||||||||
Warrant [Member] | February 27, 2015 [Member] | ||||||||||||
Stock price | $ 0.05 | |||||||||||
Current exercise price | $ 0.10 | |||||||||||
Time to expiration - days (range) | 1461 days | |||||||||||
Risk free interest rate | 1.50% | |||||||||||
Estimated volatility | 150.00% | |||||||||||
Dividend | ||||||||||||
Warrant [Member] | April 1, 2015 [Member] | ||||||||||||
Stock price | $ 0.06 | |||||||||||
Current exercise price | $ 0.10 | |||||||||||
Time to expiration - days (range) | 1461 days | |||||||||||
Risk free interest rate | 1.49% | |||||||||||
Estimated volatility | 150.00% | |||||||||||
Dividend | ||||||||||||
Warrant [Member] | Maximum [Member] | June 8, 2014, June 1, 2014 and year ended May 31, 2014 [Member] | ||||||||||||
Time to expiration - days (range) | 1468 days | |||||||||||
Warrant [Member] | Minimum [Member] | June 8, 2014, June 1, 2014 and year ended May 31, 2014 [Member] | ||||||||||||
Time to expiration - days (range) | 1461 days | |||||||||||
Series A Warrants [Member] | ||||||||||||
Warrants - Series A (issuable under warrant) | 3,050,000 | 11,690,000 | 11,690,000 | 4,690,000 | 3,950,000 | |||||||
Stock price | $ 0.16 | |||||||||||
Current exercise price | $ 0.10 | |||||||||||
Time to expiration - days (range) | 1826 days | |||||||||||
Risk free interest rate | 1.54% | |||||||||||
Estimated volatility | 150.00% | 150.00% | ||||||||||
Dividend | ||||||||||||
Series A Warrants [Member] | Maximum [Member] | ||||||||||||
Time to expiration - days (range) | 1766 days | |||||||||||
Series A Warrants [Member] | Minimum [Member] | ||||||||||||
Time to expiration - days (range) | 1704 days |
Derivative Preferred Stock an45
Derivative Preferred Stock and Warrant Liabilities (Details Textual) | 1 Months Ended | 12 Months Ended | ||
Nov. 15, 2013shares | May. 31, 2015USD ($) | May. 31, 2014USD ($)PreferredStock$ / sharesshares | May. 31, 2013USD ($) | |
Stated exercise price | $ / shares | $ 0.10 | |||
Recognized gain | $ 5,088,047 | |||
Preferred Stock [Member] | ||||
Transfer value of preferred stock to equity, Value | $ (201,000) | |||
Transfer value of preferred stock to equity, Shares | PreferredStock | (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 | $ 2,531,282 | $ 4,050,278 | ||
Warrants issued | shares | 120,000 | 120,000 |
Employee Benefit and Incentiv46
Employee Benefit and Incentive Plans (Details) - $ / shares | 12 Months Ended |
May. 31, 2015 | |
Employee Benefit And Incentive Plans Textual [Abstract] | |
Beginning Balance, Weighted Average Exercise Price Per share | $ 0.10 |
Ending Balance, Weighted Average Exercise Price Per share | $ 0.10 |
Stock options [Member] | |
Employee Benefit And Incentive Plans Textual [Abstract] | |
Beginning Balance, Number of shares | 18,045,000 |
Exercises, Number of shares | |
Cancelled, forfeited or expired, Number of shares | |
Ending Balance, Number of shares | 18,045,000 |
Options exercisable, Number of shares | 9,445,000 |
Fair value of options vesting ,Number of shares | 691,123 |
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 |
Options exercisable, Weighted Average Exercise Price Per share | $ 0.10 |
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee Benefit and Incentiv47
Employee Benefit and Incentive Plans (Details 1) - $ / shares | Mar. 01, 2015 | Aug. 14, 2014 | May. 31, 2015 | Mar. 02, 2015 | May. 31, 2014 | Jun. 07, 2013 |
Fair value of stock options granted : | ||||||
Stock price | $ 0.10 | $ 0.06 | $ 0.72 | |||
Exercise price | 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||
Weighted-average fair value of options granted | $ 0.05 | $ 0.09 | ||||
Dividend | ||||||
Stock options [Member] | ||||||
Fair value of stock options granted : | ||||||
Total number of shares issued under options | 10,470,000 | 7,575,000 | ||||
Two Year Option [Member] | ||||||
Fair value of stock options granted : | ||||||
Time to expiration - days | 730 days | 730 days | ||||
Risk free interest rate | 0.66% | 0.42% | ||||
All Options [Member] | ||||||
Fair value of stock options granted : | ||||||
Forfeiture rate (all options) | 0.00% | 0.00% | ||||
Estimated volatility (all options) | 150.00% | 150.00% | ||||
Five Year Option [Member] | ||||||
Fair value of stock options granted : | ||||||
Time to expiration - days | 1826 days | 1826 days | ||||
Risk free interest rate | 1.57% | 1.58% |
Employee Benefit and Incentiv48
Employee Benefit and Incentive Plans (Details Textual) - USD ($) | Mar. 01, 2015 | Aug. 14, 2014 | May. 31, 2015 | Mar. 02, 2015 | May. 31, 2014 |
Stock Option Plan (Textual) | |||||
Vested weighted-average remaining contractual term | 3 years 3 months 18 days | ||||
Unvested options expected shares | 8,600,000 | ||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |
Unvested weighted average remaining term | 3 years | ||||
Unearned stock based compensation | $ 337,635 | ||||
Weighted average period | 9 months 18 days | ||||
Stock options [Member] | |||||
Stock Option Plan (Textual) | |||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.10 | $ 0.10 | |||
Employee benefit plans non vested and vested ,description | 5,200,000 of the stock options granted on March 2, 2015 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 500,000 vest 1/2 immediately and 1/2 after one year. | 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. | |||
Stock options granted | 5,200,000 | 7,100,000 |
Related Party Balances and Tr49
Related Party Balances and Transactions (Details) - USD ($) | May. 25, 2015 | May. 09, 2014 | Mar. 28, 2013 | Oct. 23, 2013 | May. 31, 2015 | May. 31, 2014 | Apr. 28, 2014 |
Related Party Transaction [Line Items] | |||||||
Percentage of technology services agreement | 30.00% | ||||||
Gross revenue | 7.00% | 52.15% | |||||
Issuance of common stock for consulting services | $ 307,967 | $ 215,711 | |||||
Related party fees incurred, paid and accrued | 1,668,930 | ||||||
Related party cost accrued | 468,766 | 145,316 | |||||
Amount due from Intertainment Media, Inc. | $ 75,000 | ||||||
Expenses from transactions | $ 794,085 | ||||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Exchange of common stock shares | 15,000,000 | 13,333,333 | |||||
Stock issued to consultants and vendors, shares | 1,000,000 | 3,290,000 | 1,900,000 | ||||
Issuance of common stock for consulting services | $ 80,000 | $ 329 | $ 190 | ||||
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 to consultants and vendors, shares | 1,666,667 | 1,666,667 | 500,000 | ||||
Issuance of common stock for consulting services | $ 133,333 | $ 133,333 | $ 75,000 | ||||
Ortsbo [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Assets carrying value | $ 0 | ||||||
Restricted shares common stock issued to Ortsbo | 15,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Schedule of components of income tax expense (benefit) | ||
Current | ||
Deferred | $ (1,121,962) | $ (1,477,826) |
Change in valuation allowance | $ 1,121,962 | $ 1,477,826 |
Provision for income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Schedule of effective income tax rate reconciliation | ||
Income tax at statutory rate | 35.00% | 35.00% |
Permanent differences | (11.00%) | (21.00%) |
Change in valuation allowance | (24.00%) | (56.00%) |
Total | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Schedule of deferred tax assets | ||
Net operating losses | $ 2,835,823 | $ 1,713,860 |
Less: valuation allowance | $ (2,835,823) | $ (1,713,860) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Income Taxes (Textual) | ||
Income tax at statutory rate | 35.00% | 35.00% |
Net operating loss carry-forward | $ 8,100,000 | $ 4,900,000 |
Operating loss carryforwards, expiration dates | Expire in 2033. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, shares in Millions | Jul. 06, 2015USD ($)$ / sharesshares | Aug. 31, 2015USD ($) | Aug. 21, 2015 | Jul. 09, 2015USD ($) | Jul. 09, 2015CAD | Jun. 29, 2015USD ($) | Jun. 24, 2015USD ($) | Jun. 01, 2015USD ($) | Mar. 30, 2015USD ($) |
Subsequent Events (Textual) | |||||||||
Debt instrument principal amount | $ 90,750 | $ 92,000 | |||||||
First installment payment | $ 25,096 | ||||||||
Reverse stock split | The Company received approval to complete a share consolidation, on a 10 to 1 basis, whereby the number of common stock outstanding after the rollback will be 1/10th of the number outstanding as at the date immediately preceding the rollback and the price of the Company's common stock would be increased by a factor of 10 (the "Reverse Stock Split"). | ||||||||
Private Investor [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Bridge loan | $ 250,000 | CAD 319,675 | |||||||
Iconic Holdings, LLC [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Convertible note | $ 90,750 | ||||||||
Advances from affiliates | $ 45,375 | $ 45,375 | |||||||
Ortsbo Inc [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Total purchase price of intellectual property assets | $ 17,000,000 | ||||||||
Payments for purchase of intellectual property assets | $ 1,000,000 | ||||||||
Restricted share issued to purchase intellectual property assets, shares | shares | 320 | ||||||||
Restricted share issued to purchase intellectual property assets, value | $ 16,000,000 | ||||||||
Shares issued, price per share | $ / shares | $ 0.05 | ||||||||
Secured debt | $ 4,500,000 | ||||||||
Proceeds from financing activities | 2,200,000 | ||||||||
Amount of debt conversion | $ 2,000,000 |