Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 29, 2016 | Apr. 14, 2016 | |
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-Q | |
Document Period End Date | Feb. 29, 2016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,433,163 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) | Feb. 29, 2016USD ($) | May. 31, 2015USD ($) |
Current assets: | ||
Cash | $ 16,623 | $ 19,496 |
Accounts receivable | 1,431,489 | $ 1,444,009 |
Subscription receivable | 46,000 | |
Prepaid expenses | 65,609 | $ 6,068 |
Total current assets | 1,559,721 | 1,469,573 |
Equipment, net | 1,349 | $ 1,250 |
Intangible assets | 4,953,105 | |
Total Assets | 6,514,175 | $ 1,470,823 |
Current liabilities: | ||
Accounts payable | 472,820 | 340,041 |
Accrued expenses | 1,241,162 | 543,535 |
Accrued development and related expenses - related party | 66,787 | 468,766 |
Short term loans | $ 376,639 | 791,928 |
Line of credit | 2,167,025 | |
Deferred revenue | 12,500 | |
Convertible promissory notes and debentures | $ 2,495,841 | 3,477,825 |
Total current liabilities | 4,653,249 | $ 7,801,620 |
Other liabilities: | ||
Long term secured debentures | 4,550,388 | |
Convertible secured debentures | $ 69,687 | |
Convertible promissory notes and debentures | $ 312,486 | |
Total Liabilities | $ 9,273,324 | $ 8,114,106 |
Stockholders' Deficit | ||
Preferred stock, par value $.0001 per share, 50,000,000 shares authorized: Series 'A' Convertible, 10,000,000 shares authorized; nil shares issued and outstanding | ||
Common stock, par value $.0001 per share, 400,000,000 shares authorized 26,433,163 issued and outstanding (May 31, 2015 - 13,422,814) | $ 14,735 | $ 13,423 |
Common stock, par value $.0001 per share, 19,087,662 shares subscribed not issued (May 31, 2015 - 99,344) | 2,763,638 | 124,567 |
Additional paid-in capital | 12,893,924 | 7,981,579 |
Deficit | (18,431,446) | (14,762,852) |
Total Stockholders' Deficit | (2,759,149) | (6,643,283) |
Total Liabilities And Stockholders' Deficit | $ 6,514,175 | $ 1,470,823 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Feb. 29, 2016 | May. 31, 2015 |
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 | 400,000,000 |
Common stock, shares issued | 26,433,163 | 13,422,814 |
Common stock, shares outstanding | 26,433,163 | 13,422,814 |
Common stock, par value of shares subscribed not issued | $ 0.0001 | $ 0.0001 |
Common Stock, shares subscribed not issued | 19,087,662 | 99,344 |
Series A Convertible preferred stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 101,537 | $ 528,846 | $ 911,918 | $ 606,821 |
Cost of revenue | 9,134 | 140,183 | 146,068 | 140,389 |
Gross profit | 92,403 | 388,663 | 765,850 | 466,432 |
Operating expenses: | ||||
Marketing | 26,152 | 104,383 | 224,900 | 996,107 |
Research and development expenses | 109,203 | 100,759 | 301,168 | 597,490 |
General and administrative expenses | 497,826 | 300,435 | 1,272,484 | 1,020,468 |
Professional fees | 241,025 | 74,282 | 401,048 | 173,520 |
Consulting | 92,590 | 199,064 | 295,665 | 524,059 |
Depreciation | 102 | $ 57 | 300 | $ 176 |
Amortization | 263,940 | 483,890 | ||
Stock based compensation | 64,772 | $ 70,378 | 478,289 | $ 679,179 |
Total operating expenses | 1,295,610 | 849,358 | 3,457,744 | 3,990,999 |
Loss from operations | (1,203,207) | (460,695) | (2,691,894) | (3,524,567) |
Other (income) expense: | ||||
Interest expense | $ 268,222 | 105,007 | 616,609 | 253,973 |
Financing expense on issuance of convertible notes and common stock | 362,069 | 632,250 | 942,574 | |
Change in fair value of derivative liabilities and convertible notes | $ 289,881 | 485,051 | (550,456) | (1,647,824) |
Prepayment fees on variable notes | 29,350 | 10,000 | 306,140 | 50,984 |
Miscellaneous income | (11,077) | (67,224) | (27,843) | (143,780) |
Total other (income) expense | 576,376 | 894,903 | 976,700 | (544,073) |
Net loss before taxes | $ (1,779,583) | $ (1,355,598) | $ (3,668,594) | $ (2,980,494) |
Provision for income taxes | ||||
Net loss and comprehensive loss | $ (1,779,583) | $ (1,355,598) | $ (3,668,594) | $ (2,980,494) |
Net loss per weighted-average shares of common stock - basic | $ (0.07) | $ (0.10) | $ (0.19) | $ (0.23) |
Net loss per weighted-average shares of common stock - diluted | $ (0.07) | $ (0.10) | $ (0.19) | $ (0.23) |
Weighted-average number of shares of common stock issued and outstanding - basic | 26,433,163 | 13,105,881 | 19,269,659 | 12,825,886 |
Weighted-average number of shares of common stock issued and outstanding - diluted | 26,433,163 | 13,105,881 | 19,269,659 | 12,825,886 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Common Stock Subscribed | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at May. 31, 2014 | $ (6,054,299) | $ 12,586 | $ 201 | $ 4,071,022 | $ (10,138,108) | |
Balance, Shares at May. 31, 2014 | 12,585,579 | 201,000 | ||||
Reclassification of warrant liabilities to equity | 1,851,089 | 1,851,089 | ||||
Issuance of warrants classified as equity | 41,060 | 41,060 | ||||
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 | 99,344 | |||||
Stock issued to consultants and vendors | 307,967 | $ 329 | $ 307,638 | |||
Stock issued to consultants and vendors, shares | 329,000 | |||||
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 | 201,000 | (201,000) | ||||
Issuance of common stock on conversion of convertible debt | 105,817 | $ 307,235 | $ 105,510 | |||
Issuance of common stock on conversion of convertible debt, shares | 307 | |||||
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 | 13,422,814 | 99,344 | ||||
Stock-based compensation | $ 478,289 | 478,289 | ||||
Stock issued on exercise of warrants | $ 12 | (12) | ||||
Stock issued on exercise of warrants, shares | 11,667 | |||||
Issuance of Common Stock for purchase technology | $ 1,806,608 | $ 1,300 | $ 1,805,308 | |||
Issuance of Common Stock for purchase technology, shares | 12,998,682 | |||||
Stock to be Issued for purchase of technology | 2,639,071 | $ 2,639,071 | ||||
Stock to be Issued for purchase of technology, shares | 18,988,318 | |||||
Issuance of warrants classified as equity | 542,760 | $ 542,760 | ||||
Warrants associated with a secured convertible debenture | 1,616,630 | 1,616,630 | ||||
Beneficial conversion feature | 469,370 | $ 469,370 | ||||
Net loss | (3,668,594) | $ (3,668,594) | ||||
Ending Balance at Feb. 29, 2016 | $ (2,759,149) | $ 14,735 | $ 2,763,638 | $ 12,893,924 | $ (18,431,446) | |
Ending Balance, Shares at Feb. 29, 2016 | 26,433,163 | 19,087,662 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Cash Flows From Operating Activities: | ||
Net and comprehensive loss | $ (3,668,594) | $ (2,980,494) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 300 | $ 176 |
Amortization | 483,890 | |
Stock based compensation | 478,289 | $ 679,179 |
Change in fair value of derivative liabilities and convertible notes | (550,456) | (1,647,824) |
Financing expense on issuance of convertible promissory notes, and common stock | $ 632,250 | 942,574 |
Stock issuance for consulting services and licensing rights | 175,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ 12,520 | (601,821) |
Prepaid expenses | (59,541) | (23,010) |
Accounts payable and accrued liabilities | 830,406 | 346,550 |
Accrued development and related expenses - related party | (401,979) | $ 115,527 |
Deferred revenue | (12,500) | |
Net Cash Used in Operating Activities | (2,255,415) | $ (2,994,143) |
Cash Flows From Investing Activities: | ||
Expenditures on patents | (15,927) | |
Capital expenditures | (377) | $ (1,593) |
Net Cash Used in Investing Activities | (16,304) | (1,593) |
Cash Flows From Financing Activities: | ||
Proceeds from convertible promissory notes and debentures | 90,750 | 840,339 |
(Repayments)/proceeds from line of credit, net | (1,092,025) | $ 1,475,000 |
Proceeds from secured debentures | 2,096,653 | |
Proceeds from secured convertible debentures | 2,040,000 | |
Repayments of short term loans | (151,791) | $ (358,678) |
Proceeds from short term loans | 168,823 | 264,607 |
Repayment of convertible promissory notes and debentures | (883,564) | (204,093) |
Net Cash Provided by Financing Activities | 2,268,846 | 2,017,175 |
Net decrease in cash | (2,873) | (978,561) |
Cash, beginning of period | 19,496 | 988,692 |
Cash, end of period | $ 16,623 | 10,131 |
Non Cash Investing and Financing Activities Information: | ||
Common stock issued for consulting services | $ 175,000 | |
Common stock issued on exercise of warrants | $ 37,100 | |
Common stock to be issued for consulting and other obligations | $ 124,567 | |
Common stock issuance from conversions of convertible debt | 105,817 | |
Reclassification of derivative liabilities to additional paid in capital | 1,653,222 | |
Conversion of short term loan and line of credit into secured debentures | $ 419,305 | $ 100,000 |
Common stock issued for acquisition of technology | 1,806,608 | |
Common stock to be issued for acquisition of technology | 2,639,071 | |
Cash paid for interest during the nine month period | $ 67,941 | $ 127,626 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 29, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation and Organization Yappn Corp., formerly “Plesk Corp.”, (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to provide effective unique and proprietary tools and services that create dynamic solutions that enhance a brand’s messaging, media, e-commerce and support platforms. The Company has offices in the United States and Canada. In March 2013, the Company acquired a concept and technology license from Intertainment Media Inc., a Canadian company, in exchange for 7,000,000 shares of common stock of the Company. As a result of this exchange, Intertainment Media Inc. acquired, at that time, a seventy percent (70%) ownership of the Company. On September 15, 2015, the Company closed the acquisition of Ortsbo Inc.’s intellectual property. As a result of the acquisition, Intertainment Media Inc.’s ownership was reduced to 37%. The accompanying interim condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements (“interim financial statements”) of the Company as of February 29, 2016, and for the three and nine month periods ended February 29, 2016 and February 28, 2015, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of February 29, 2016, and the results of its operations and its cash flows for the three and nine month periods ended February 29, 2016 and February 28, 2015. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2016. The accompanying interim financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2015 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. Principles of Consolidation The interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. Intangible Assets Intangible assets consist of acquired technology, and patents, acquired from a related party and are accordingly recorded at the cost as recorded in the records of the related party (Note 4). The Company amortizes acquired technology over its estimated useful life considered to be 5 years, on a straight-line basis. Patents are amortized commencing at the receipt of approval of the patents or acquisition of patents. Should the patent process be unsuccessful, the entire amount relating to the patent is expensed in the period this is determined. The Company continually evaluates the remaining estimated useful life of its intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: 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. 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 | 9 Months Ended |
Feb. 29, 2016 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The accompanying interim 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 $18,431,446 through February 29, 2016. As of February 29, 2016, the Company had a working capital deficit of $3,093,528. During the nine months ended February 29, 2016, net cash used in operating activities was $2,255,415. 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 interim 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. During the nine months ended February 29, 2016, the Company raised $2,268,846 through various financial instruments, net of repayments. There can be no assurance that the raising of future equity or debt will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Feb. 29, 2016 | |
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 100% of the accounts receivable as at February 29, 2016 and 55% and 89% of the revenue recorded for the three and nine months ended February 29, 2016. The Company billed its largest customer $233,860 and $1,615,125 for the three month and nine month period ended February 29, 2016, $178,432 and $802,592 has not been recorded as accounts receivable or revenue in the Company’s financial statements as, due to the long period without payment, the Company has determined the revenue recognition criteria starting at the beginning of the Company’s second quarter has not been met. The Company and the customer continue to work together in ways to enable full and complete payment of the total billings incurred, both recognized and unrecognized as at February 29, 2016. Effective February 29, 2016, Digital Widget Factory (Belize) (“DWF”) sold the technology platform, partially developed by Yappn in conjunction with DWF’s principals, to Intelligent Content Enterprises (“ICE”) in exchange for shares of ICE. As part of the transaction, DWF has ownership and rights to 24 million common shares of ICE for a large minority shareholder position of ICE. The Company is in final negotiations with DWF and anticipates executing on a final promissory note from DWF, for the value of the billings of $2,125,000 million (of which $1,431,489 is currently recorded as a receivable). The promissory note is to be secured by DWF’s ICE stock holdings in the amount of 4,250,000 shares, which at the current market value of ICE shares, significantly exceeds to the value of the promissory note. |
Acquisition of Intellectual Pro
Acquisition of Intellectual Property (and Reverse Split) | 9 Months Ended |
Feb. 29, 2016 | |
Acquisition of Intellectual Property (and Reverse Split) [Abstract] | |
Acquisition of Intellectual Property (and Reverse Split) | 4. Acquisition of Intellectual Property (and Reverse Split) On September 15, 2015, the Company finalized its purchase of Intellectual property assets of Ortsbo, Inc. (“Ortsbo”) pursuant to an Asset Purchase Agreement executed and closed on July 15, 2015. With this closing, the Company had an obligation to issue 31,987,000 shares of common stock of Yappn. During the second quarter of fiscal 2016 from the share issuance obligations from the purchase of the Ortsbo intellectual property assets 12,998,682 shares were issued comprising 8,312,500 to Ortsbo and 4,686,182 to the former debt and minority shareholders of Ortsbo, which were valued at $1,806,608 leaving 18,988,318 shares to be issued as of February 29, 2016. As of the filing date, these aforementioned shares remain to be issued. Yappn also assumed $975,388 of debt as part of the transaction. This assumed debt was immediately subscribed as part of the secured debenture in Yappn (Note 6). The fair value for the agreed upon consideration for the acquisition of intellectual property from Ortsbo was $16,968,888, however, due to the common control of Ortsbo Inc. and the Company , the value of the intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo Inc. This value was $5,421,068 on September 15, 2015. In connection with the terms of the Asset Purchase Agreement related to the purchase of intellectual property assets of Ortsbo, the Company committed to complete a share consolidation. On September 9, 2015, the Company amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 10 shares of common stock. This amendment was approved and filed with the Delaware Secretary of State on September 9, 2015. FINRA declared the Company’s 1-for-10 reverse stock split ex-dividend date effective as of October 2, 2015. The reverse stock split reduced the Company’s common stock outstanding from approximately 134,344,806 shares to approximately 13,434,481 shares. The effect of this reverse stock split has been reflected in these interim financial statements. |
Short Term Loans
Short Term Loans | 9 Months Ended |
Feb. 29, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures [Abstract] | |
Short Term Loans | 5. 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 $118,454 (Canadian $160,280) in fiscal 2015 and $8,446 during the nine months period ended February 29, 2016 (Canadian $13,405). As at February 29, 2016, the loan had a value of $130,304 ($176,315 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, $100 par value, convertible into shares of the Company’s common stock and 166,667 issuable shares of common stock (Series C warrants) at a purchase price of $2.20 per share (Note 7). As at February 29, 2016 an amount of $20,693 ($28,000 Canadian) remains outstanding. 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 fiscal 2015 $90,145 (Canadian $105,000) was repaid on this note. The remaining balance was repaid during the nine months ended February 29, 2016. On August 4, 2014, the Company borrowed $93,458 (Canadian $100,000) in the form of a bridge loan from a private investor, with combined origination fees and interest of $3,210 (Canadian $3,500), due on August 14, 2014. The Company repaid $22,768 (Canadian $25,000) of this loan on August 25, 2014. As of February 29, 2016, the value of the remaining balance of the loan was $55,428 (Canadian $75,000). On May 6, 2015, the Company borrowed $150,000 ($187,000 Canadian) in the form of a bridge loan from a private investor with a financing fee of $6,000 ($7,200 Canadian). 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 on July 15, 2015. The Company treated this 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 (Note 6). On June 19, 2015, the Company received $78,265 ($96,000 Canadian) from an intended subscriber for secured debentures, which closed on July 15, 2015. The Company treated this 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 (Note 6). On July 10, 2015, the Company borrowed $250,000 in the form of a bridge loan from a private investor. This loan was paid back on July 16, 2015. During the second quarter of fiscal 2016, the Company received $1,201,000 from intended subscribers of a secured debenture financing closed on December 30, 2015. The Company treated this 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 (Note 6). During the third quarter of fiscal 2016, the Company received $175,000 ($120,000 from a director) from intended subscribers in anticipation of a second closing of the convertible secured debenture financing that closed on December 30, 2015. The Company is treating this as a short term loan where interest is accrued at 12% (same rate as the previously issued secured debenture). The following is a summary of Short Term Loans: Principal amounts April 1, January 7, Other Loans Total 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 ) (1,356 ) (21,893 ) (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 $ 22,513 $ 616,870 $ 791,928 Borrowing on June 19, 2015 - - 78,265 78,265 Borrowing on July 10, 2015 - - 250,000 250,000 Borrowing during the second quarter - - 1,201,000 1,201,000 Borrowing during the third quarter - - 175,000 175,000 Fair value adjustments (13,795 ) (1,820 ) (29,388 ) (45,003 ) Conversions - - (1,662,300 ) (1,662,300 ) Repayments (8,446 ) - (403,805 ) (412,251 ) Fair value at February 29, 2016 $ 130,304 $ 20,693 $ 225,642 $ 376,639 |
Line of Credit Arrangement and
Line of Credit Arrangement and Secured Debentures | 9 Months Ended |
Feb. 29, 2016 | |
Line of Credit Arrangement and Secured Debentures [Abstract] | |
Line of Credit Arrangement and Secured Debentures | 6. Line of Credit Arrangement and Secured Debentures On April 7, 2014, the Company finalized its line of credit arrangement 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 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 800,000 shares of the Company’s common stock at an exercise price of $1.00. Upon the Company’s first draw down of $200,000 from the line of credit, 200,000 five year warrants vest. For each subsequent $100,000 the Company draws, 100,000 five year warrants will vest until the 800,000 warrants are vested. The Company’s shares of 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 fiscal 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 and an outstanding obligation of $2,167,025 at May 31, 2015. During fiscal 2016, the Company borrowed $150,000 against the line of credit, repaid and released a total of $1,242,025 (immediately after conversion of $2 million into a secured debenture (see below)) and converted $1,075,000 to secured debentures. The outstanding obligation was $nil at February 29, 2016. Yappn closed the first tranche in the amount of $4.5 million of secured debentures. The secured debentures carry an annual interest rate of 12% payable at maturity. Maturity was initially the earlier of the date proceeds are available from a public offering or December 31, 2015. During the third fiscal quarter, the holders of the Secured Debentures (the “Holders”) agreed to extend the maturity date of the Secured Debentures from December 31, 2015 to July 15, 2020, and were provided with the right to amend the Secured Debenture such that a Holder shall have the right, at any time after the earlier of (i) six (6) months from the date of first issuance of any subsequent Debentures; and (ii) June 30, 2016, to require the Company to satisfy the outstanding obligations underlying the Secured Debenture; provided, however, that at least two thirds (66.67%) of the Holders of the principal amount of the Secured Debentures consent to a put of their Secured Debentures to the Company. This financing is supported by Yappn's secured line of credit holders through their participation as described above. 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. The Company received $2.5 million of this financing in the form of cash and cash commitments, including conversion of the short term loans obtained on May 11, 2015 and June 19, 2015 as described in Note 5. $2,000,000 of the $4.5 million financing is conversion of a portion of the Company’s existing debt that remained in the secured debenture. $925,000 was repaid out of the secured debenture, in the form of cash in the amount of $465,000 with the remainder in the form of the release of secured deposit that was applied against accounts receivable. On September 15, 2015, the Company closed the acquisition of intellectual property from Ortsbo, and as part of this closing, assumed debt and non-controlling equity interests from Ortsbo in the amount of $975,338 that was immediately subscribed to the first tranche of secured debentures. The secured debentures balance as at February 29, 2016, was $4,550,388. |
Convertible Promissory Notes an
Convertible Promissory Notes and Debentures | 9 Months Ended |
Feb. 29, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures [Abstract] | |
Convertible Promissory Notes and Debentures | 7. Convertible Promissory Notes and Debentures The Company has issued various convertible notes and debentures with various terms. As a result of the variability in the amount of shares of common stock to be issued in accordance with variable pricing terms or conversion price protection clauses, the Company recorded these instruments as liabilities at fair value until the point in time when price protection clauses expired. The Company has determined the convertible notes and debentures to be Level 2 fair value measurement and where applicable has used the binominal lattice pricing model to calculate the fair value as of February 29, 2016, May 31, 2015, and the commitment dates. The following is a summary of the convertible promissory notes and debentures as of February 29, 2016: Principal amounts: JMJ Convertible Other Total 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 Borrowings on June 24, 2015 - - 45,375 45,375 Borrowings on June 29, 2015 - - 45,375 45,375 Repayments - - (818,000 ) (818,000 ) Total Borrowings at February 29, 2016 $ - $ 2,694,000 $ - $ 2,694,000 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, issued during 2015 137,071 436,887 1,020,110 1,594,068 Change in fair value (from 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 May 31, 2015 - 1,945,833 1,844,478 3,790,311 Convertible notes and debt at fair value at the commitment date issued during 2016 - - 171,990 171,990 Change in fair value - 550,008 (1,132,904 ) (582,896 ) Repayments (cash) - - (883,564 ) (883,564 ) Convertible notes and debt at fair value at February 29, 2016 $ - $ 2,495,841 $ - $ 2,495,841 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 Balance at February 29, 2016 Current - 2,495,841 - 2,495,841 $ - $ 2,495,841 $ - $ 2,495,841 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 $1.00. Early payback penalties are 140% from 120-150 days and 150% up to the maturity date of the note. This Convertible Note was repaid on June 24, 2015. 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. This Convertible Note was repaid on June 24, 2015. 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 $1.00. 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. The $50,000 drawn on December 29, 2014 was repaid on June 26, 2015. The $25,000 drawn on April 23, 2015 against this Convertible Note was repaid on October 20, 2015. There is no further balance outstanding on this note. 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 $1.00 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 $1.00 per share. At the funding date the Company issued 70,000 fixed price warrants at an exercise price of $1.00 per share with no price protection. The warrants were recorded at a value of $37,100 in additional paid-in capital (Note 10). The Company elected not to prepay the Typenex Co-Investment, LLC Convertible Note, and made all installment payments in the form of cash totaling $123,383 from August to January 2016 comprising principal and interest. On January 5, 2016, the Company repaid this Convertible Note in full. 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. During August 2015, the Company prepaid the portion of the Convertible Note advanced in February 2015 in the principal amount of $90,750. 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. On January 5, 2016, the Company repaid this Convertible Note in full. Group 10 Holdings LLC On March 30, 2015, the Company sold a Convertible Note for the principal amount of $92,000 with a 10% original issue discount. The Convertible Note 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%. On October 6, 2015, the Company repaid this Convertible Note in full. 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. On October 13, 2015, the Company repaid this note in full. 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%. On October 20, 2015, the Company repaid this Note in full. 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%. On October 20, 2015 the Company repaid this note in full. 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 quarter end dates. Accounting allocation of initial proceeds: Second Quarter Fiscal 2015 Third Quarter Fiscal 2015 Fourth Quarter Fiscal 2015 First Quarter Fiscal 2016 Gross proceeds $ 90,000 $ 430,750 $ 296,500 $ 90,750 Fair value of promissory notes (137,071 ) (656,507 ) (363,604 ) (171,990 ) Fair value of equity warrant - (37,100 ) - - Financing expense on the issuance of promissory notes $ 47,071 $ 262,857 $ 67,104 $ 81,240 Key inputs to determine the fair value at the commitment date: Stock price $ 0.40-1.20 $ 0.50-0.70 $ 0.50-0.60 $ 0.60 Current exercise price $ 0.40-0.60 $ 0.20-1.00 $ 0.30 $ 0.20 Time to expiration – days 389-436 181-365 250-366 225-230 Risk free interest rate .1-.11 % .14-.26 % .09-.27 % .30-.27 % Estimated volatility 150 % 150 % 150 % 150 % Dividend - - - - Key inputs to determine the fair value at May 31, 2015: Stock price $ N/A $ 0.50 $ 0.60 $ N/A Current exercise price $ N/A $ 0.30-1.00 $ 0.30 $ N/A Time to expiration – days N/A 115-346 212-325 N/A Risk free interest rate N/A % .07-.22 % .06-.26 % N/A Estimated volatility N/A % 150 % 150 % N/A % Dividend 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, $100 par value, convertible into shares of the Company’s common stock; (ii) a warrant entitling the holder thereof to purchase 1,000 shares of common stock (individually Series A Warrant) at an exercise price of $1.50; and, (iii) a warrant entitling the holder thereof to purchase 1,000 shares of common stock (individually Series B Warrant) at an exercise price of $2.00. 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 5). The notes mature 24 months from the issuance date and have an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $1.00 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 $1.50 for a period of twelve months from issuance. The Company determined the warrants issued to the Line of Credit lenders (Note 6) qualified as a breach of this covenant, therefore all Series A warrants were revalued to a $1.00 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 loss as an “other expense”. The convertible debentures due on January 29, and February 27, 2016 were not repaid or converted into common shares of the Company by the maturity dates. Non-repayment of the debentures triggered a penalty interest rate whereby the stated interest rate goes up to 16% from the original 6%. The Company management is diligently working with the debenture holders on amending terms. Certain debenture holders have agreed to accept an offer for additional investment and agreement to convert their debt into common shares and a repricing to previously issued warrants (Note 14). 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 quarter 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 11) (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 $ 0.50 $ 0.50 $ 1.80 Current exercise price – promissory notes $ 1.00 $ 1.00 $ 1.00 Current exercise price – Series A warrants $ 1.50 $ 1.50 $ 1.50 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 N/A N/A N/A Market interest rate for the Company 18 % 18 % 18 % 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 N/A N/A N/A Key inputs to determine the fair value of the promissory notes at February 29, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days - - 32 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 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, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 33,333 shares of common stock (Series C Warrant) at a purchase price of $2.20 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, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 666,667 shares of common stock (Series C Warrant) at a purchase price of $2.20 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 5. The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 166,667 shares of common stock (Series C Warrant) at a purchase price of $2.20 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 (Note 5). The Units, as defined in the subscription agreement, consist of (i) one unsecured 6% convertible debenture, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 83,333 shares of common stock (Series C Warrant) at a purchase price of $2.20 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, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 33,333 shares of common stock (Series D Warrant) at a purchase price of $2.20 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, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 33,333 shares of common stock (Series D Warrant) at a purchase price of $2.20 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 $1.50 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 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 quarter end dates. Accounting allocation of initial proceeds: Fourth Quarter Fiscal 2014 First Quarter Fiscal 2015 Second Quarter Fiscal 2015 Gross proceeds $ 1,050,000 $ 250,000 $ 225,000 Fair value of the convertible debentures (852,726 ) (254,167 ) (182,720 ) Fair value of liability warrants - - (152,951 ) Fair value of equity warrants (197,274 ) - - Financing expense on the issuance of derivative instruments $ - $ 4,167 $ 110,671 Key inputs to determine the fair value at the commitment date: Stock price $ 1.50-1.60 $ 2.00 $ N/A Current exercise price $ 1.50 $ 1.50 $ 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, 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 % Key inputs to determine the fair value of the convertible debentures at February 29, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days 54-91 119 186-241 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 % |
Convertible Secured Debentures
Convertible Secured Debentures | 9 Months Ended |
Feb. 29, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures [Abstract] | |
Convertible Secured Debentures | 8. Convertible Secured Debentures On December 30, 2015, the Company completed a secured debenture and warrant financing of $2,086,000 ($1,075,00 from directors of the Company) through the offering of units by way of private placement, with each unit consisting of (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common stock and (ii) ten (10) five year common share purchase warrants, vesting in 1/3 increments with 1/3 vested immediately, 1/3 to be vested in one year and 1/3 to be vested in two years and having an exercise price of $0.01 per share. The units were sold at $1.00 per unit. This closing includes conversion of $1,201,000 in short term loans advanced during the quarter prior to the closing of this secured debenture. Additionally, this includes $46,000 that the Company is yet to receive in cash and is currently recorded as subscription receivable. Values were allocated for this private placement between the debt, equity warrants, and the beneficial conversion feature. The valuation approach involved determining a fair value for the debt and warrants and then using the relative fair value method to allocate value to these components. Based on relative fair values, the present value method was used to determine the fair values of the debt and the binomial tree option pricing model was used to determine the fair value of the warrants. The value of the interest and principal payments of the debentures resulted in a value of $469,370 for the debentures and the binomial model resulted in a value for warrants for $1,616,630. The assumptions used for the binomial model are: Volatility 314%, expected life of five years, risk free interest rate of 1.80%, and dividend rate of 0%. Additionally, this convertible secured debenture instrument includes a beneficial conversion feature as the effective conversion price is less than the Company’s market price of common stock on the commitment date. The value of this beneficial conversion feature is $469,370. The resulting fair value of the debt is $nil, with $1,616,630 allocated to equity warrants and $469,370 to the beneficial conversion feature, both which are recorded as components of additional paid in capital. The difference between the fair value and face value of the debentures is to be accreted up to face value over the term to maturity using the effective interest method. The carrying value of the debenture liability as at February 29, 2016 is $69,687, which is the amount of accretion recorded during the three month period ended February 29, 2016 included as change in fair value. The following table summarizes the fair values of the components of the convertible secured debentures, including the debt, warrants, and the beneficial conversion feature. Accounting allocation of initial proceeds: December 30, 2015 Gross proceeds $ 2,086,000 Fair value of the convertible secured debt - Fair value of equity warrants (Note 10) (1,616,630 ) Beneficial conversion feature (469,370 ) Convertible secured debt at fair value at the commitment date, issued during 2016 $ - Change in fair value (from commitment date) 69,687 Repayments (cash) - Convertible secured debenture at fair value at February 29, 2016 $ 69,687 |
Common Stock
Common Stock | 9 Months Ended |
Feb. 29, 2016 | |
Common Stock [Abstract] | |
Common Stock | 9. Common Stock 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 95,000 shares of common stock to consultants at a value of $95,000. During the Company’s third quarter of Fiscal 2015, the Company issued 80,000 shares of common stock to consultants at a value of $80,000. During the Company’s fourth quarter of Fiscal 2015, the Company issued 54,000 shares of common stock to consultants at a value of $52,500. On May 25, 2015, the Company issued 100,000 shares of common stock with a value of $80,000 in partial settlement of an amount owing to a vendor of the Company. On August 31, 2015 the Company issued 11,667 shares of common stock in the form of a cashless exercise with a previous allocation to equity of $37,100 in full settlement of warrants issued to Typenex (Note 7). 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 936,000 shares of convertible preferred stock were converted into common stock (Note 10). On September 15, 2015, the Company closed 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 $16,968,888, which was paid by the assumption of $975,388 in debt and the issuance of $15,993,500 worth of Yappn restricted common shares (32 Million shares at $0.50 per share). During the second quarter, 12,998,682 shares were issued with obligations incurred to issue the remaining 18,988,318 shares when signed registration forms are all obtained by the Company. As at the filing date, the 18,988,318 remain reserved but not issued (Note 4). 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. These shares have not been issued as of February 29, 2016. |
Preferred Stock and Warrants
Preferred Stock and Warrants | 9 Months Ended |
Feb. 29, 2016 | |
Preferred Stock and Warrants [Abstract] | |
Preferred Stock and Warrants | 10. 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. The following table reflects the preferred stock activity for the year ended May 31, 2015 and the three and nine month periods ended February 29, 2016: Preferred Stock Total – as of May 31, 2014 201,000 Conversion of preferred stock into common stock (201,000 ) Total – as of May 31, 2015 and February 29, 2016 - The 201,000 preferred shares were exchanged into common shares on February 3, 2015 at a conversion value of $201,000. 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 936,000 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 November 15, 2013, the Company issued 12,000 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. 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 7), 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 1,000 shares of common stock for a purchase price of $1.00 per share after the re-pricing of the instruments took place. Each Series B warrant entitles the holder thereof to purchase 1,000 shares of common stock for a purchase price of $2.20 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 33,333 and 666,667 shares of common stock on April 23, 2014 and May 30, 2014, respectively, to accredited investors with unsecured 6% convertible debenture, $100 par value, convertible into shares of the Company’s common stock at a conversion price of $1.50 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 $2.20 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, $100 par value convertible into shares of the Company’s at a common stock conversion price of $1.50 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 166,667 shares of common stock (Series C Warrant) at a purchase price of $2.20 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 83,333 shares of common stock on September 2, 2014 and issued Series D warrants to acquire 33,333 and 33,333 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, $100 par value convertible into shares of the Company’s common stock at a conversion price of $1.50 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 166,667 shares of common stock (Series D Warrant) at a purchase price of $2.20 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 6), the Company issued the lender warrants to purchase up to 800,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The following is a summary of warrants issued, exercised and expired through February 29, 2016: Shares Exercise Expiration Outstanding as of May 31, 2012 - - - Issued on March 28, 2013 401,000 $ 1.00 March 28, 2018 Issued on May 31, 2013 370,000 $ 0.54 May 31, 2018 Exercised and expired - - - Total – as of May 31, 2013 771,000 - - Issued on June 7, 2013 165,000 $ 0.54 June 7, 2018 Issued on November 15, 2013 12,000 $ 1.00 November 15, 2018 Issued Series A warrants on January 29, 2014 395,000 $ 1.00 January 29, 2019 Issued Series B warrants on January 29, 2014 395,000 $ 2.00 January 29, 2019 Issued Series A warrants on February 27, 2014 305,000 $ 1.00 February 27, 2019 Issued Series B warrants on February 27, 2014 305,000 $ 2.00 February 27, 2019 Issued Series A warrants on April 1, 2014 469,000 $ 1.00 April 1, 2019 Issued Series B warrants on April 1, 2014 469,000 $ 2.00 April 1, 2019 Issued to Lender – Line of Credit 800,000 $ 1.00 April 7, 2019 Issued Series C warrants on April 23, 2014 33,333 $ 2.20 April 23, 2019 Issued Series C warrants on May 30, 2014 666,667 $ 2.20 May 30, 2019 Exercised and expired - Total – as of May 31, 2014 4,786,000 Issued Series C warrants on June 27, 2014 166,667 $ 2.20 June 27, 2019 Issued Series C warrants on September 2, 2014 83,333 $ 2.20 September 2, 2019 Issued Series D warrants on October 6, 2014 33,333 $ 2.20 October 6, 2019 Issued Series D warrants on October 27, 2014 33,333 $ 2.20 October 27, 2019 Issued warrants – consultants 330,000 $ 1.50 May 30, 2019 Issued warrants on February 4, 2015 Typenex Co-Investments, LLC 70,000 $ 1.00 February 4, 2020 Issued warrants – consultant on May 31, 2015 5,000 $ 1.00 May 31, 2017 Issued warrants – consultant on May 31, 2015 15,000 $ 1.50 May 31, 2017 Exercised and expired - Total – as of May 31, 2015 5,522,666 Issued warrants on September 28, 2015 – board of directors 300,000 $ 1.00 August 31, 2020 Issued to Lender – Line of Credit on November 5, 2015 1,700,000 $ 1.00 April 7, 2019 Issued warrants – consultant on November 5, 2015 100,000 $ 1.00 October 16, 2017 Issued warrants on December 30, 2015 20,860,000 $ 0.01 December 29, 2020 Exercised Warrants Typenex Co-Investments, LLC (70,000 ) $ 1.00 Total – as of February 29, 2016 28,412,666 The outstanding warrants at February 29, 2016 and May 31, 2015 have a weighted average exercise price of approximately $0.35 and $1.42 respectively and have an approximate weighted average remaining life of 4.6 and 3.7 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 200,000 and 130,000 respectively included in consulting expense on October 6, 2014 with an exercise price of $1.50 both with expiry dates of May 30, 2019. The Company issued warrants to a consultant in the amount of 5,000 on May 31, 2015 at an exercise price of $1.00 and 15,000 also on May 31, 2015 with an exercise price of $1.50, both included in consulting expense and with expiry dates of May 31, 2017. The Company issued 300,000 warrants on September 28, 2015 to new Board of Directors at an exercise price of $1.00 with expiry of five years from September 1, 2015. These were expensed as stock based compensation. The Company issued 1,700,000 warrants to the line of credit holder included in financing expense in contemplation of taking a pari passu security position and allowing Winterberry to act as collateral agent for the secured debenture financing. These warrants were issued November 5, 2015 have an exercise price of $1.00 with expiry date of April 7, 2019. The Company issued warrants to a consultant in the amount of 100,000 included in financing expense on November 5, 2015 at an exercise price of $1.00 with expiry date of October 16, 2017. On December 30, 2015, the Company issued 20,860,000 warrants with secured 12% convertible secured debentures (Note 8), as part of the subscription agreements. Each warrant entitles the holder thereof to purchase shares of common stock for a purchase price of $0.01 per share for up to a maximum of 10 shares for every $1 of subscription. These shares will vest in increments of 1/3 with the first 1/3 being vested on December 29, 2016, second increment of 1/3 on December 29, 2017, and last 1/3 on December 29, 2018. The following table is a summary of those warrants that are reflected in equity as at February 29, 2016: Shares Equity Issued warrants on March 28, 2013 401,000 $ 917,087 Issued warrants on May 31, 2013 370,000 543,530 Issued warrants on June 7, 2013 165,000 211,670 Issued warrants on November 15, 2013 12,000 3,744 Issued Series A warrants on January 29, 2014 395,000 397,895 Issued Series B warrants on January 29, 2014 395,000 - Issued Series A warrants on February 27, 2014 305,000 224,135 Issued Series B warrants on February 27, 2014 305,000 - Issued Series A warrants on April 1, 2014 469,000 234,969 Issued Series B warrants on April 1, 2014 469,000 - Issued to Loan Agreement - Credit Line 800,000 1,495,200 Issued Series C warrants on April 23, 2014 33,333 9,395 Issued Series C warrants on May 30, 2014 666,667 187,574 Issued Series C warrants on June 27, 2014 166,667 - Issued Series C warrants on September 2, 2014 83,333 38,584 Issued Series D warrants on October 6, 2014 33,333 15,567 Issued Series D warrants on October 27, 2014 33,333 15,667 Warrants issued to consultants 330,000 165,330 Issued warrants on May 31, 2015 20,000 3,960 Issued warrants on September 28, 2015 300,000 227,100 Issued warrants on November 5, 2015 1,700,000 519,520 Issued warrants on November 5, 2015 100,000 23,240 Issued warrants on December 30, 2015 20,860,000 1,616,630 Total – as of February 29, 2016 28,412,666 $ 6,850,797 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Feb. 29, 2016 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 11. Warrant Liabilities The Company has determined derivative warrant liabilities are 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 and prior to expiry. The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. The following is a summary of the derivative warrant liability as at February 29, 2016 and May 31, 2015: Shares Issuable Under Warrants Derivative Warrant Value Balance as of June 1, 2013 771,000 $ 4,050,278 Warrants issued June 7, 2013 165,000 1,146,915 Warrants issued November 15, 2013 12,000 9,636 Series A warrants issued on January 29, 2014 395,000 161,950 Series A warrants issued on February 27, 2014 305,000 125,050 Series A warrants issued on April 1, 2014 469,000 776,664 Warrants reclassified to equity (price protection expiry) (401,000 ) (917,087 ) Warrants exercised or expired - - Decrease in fair value of derivative warrant liability - (2,822,124 ) Balance as of May 31, 2014 1,716,000 2,531,282 Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 9 and 10) (1,716,000 ) (1,851,090 ) Warrants exercised or expired - - Decrease in fair value of derivative warrant liability - (680,192 ) Balance as of May 31, 2015 and February 29, 2016 - $ - For the nine months ended February 29, 2016 and February 28, 2015, the revaluation of the warrants at each reporting period resulted in the recognition of a gain of $nil and $1,081,984 respectively within the Company’s consolidated statements of operations and comprehensive loss and is included under the caption “Change in fair value of derivative liabilities and convertible notes”. |
Employee Benefit and Incentive
Employee Benefit and Incentive Plans | 9 Months Ended |
Feb. 29, 2016 | |
Employee Benefit and Incentive Plans [Abstract] | |
Employee Benefit and Incentive Plans | 12. 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) 1,804,500 $ 1.00 Exercised - - Cancelled, forfeited or expired 114,500 - Outstanding at February 29, 2016 1,690,000 $ 1.00 Options exercisable at February 29, 2016 1,066,667 $ 1.00 Fair value of options vested as at February 29, 2016 $ 907,200 - On August 21, 2015, the Company amended its 2014 Stock Option Plan to increase the number of options available to 25,000,000. As at February 29, 2016, vested and exercisable options do not have any intrinsic value and have a weighted-average remaining contractual term of 2.9 years. It is expected the 623,333 unvested options will ultimately vest, and each has an exercise price of $1.00 per share and a weighted average remaining term of 1.75 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at February 29, 2016 and the option’s exercise price, for all options that are in the money. This value was $nil as at February 29, 2016. As at February 29, 2016, there is $426,756 of unearned stock based compensation cost related to stock options granted that have not yet vested (623,333 options). This cost is expected to be recognized over a remaining weighted average period of 0.2 years. 710,000 of the stock options granted on August 14, 2014 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 15,000 options vest contingent on revenue targets, and 15,000 options have vested on April 1, 2015. The remaining options all have immediate vesting terms. 520,000 of the stock options granted on March 2, 2015 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 50,000 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 1,047,000 Stock price $ 1.00 Exercise price $ 1.00 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 0.90 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 757,500 Stock price $ 0.60 Exercise price $ 1.00 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 0.50 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 | 9 Months Ended |
Feb. 29, 2016 | |
Related Party Balances and Transactions [Abstract] | |
Related Party Balances and Transactions | 13. Related Party Balances and Transactions On March 28, 2013, the Company purchased the Yappn assets from Intertainment Media, Inc. in consideration for 7,000,000 shares of common stock for a controlling 70 percent interest (as of that date, 52.1% as at February 29, 2016, 32% once remaining shares are issued from acquisition of Ortsbo IP) in the Company. At that time, the Chief Executive Officer and director of the Company was David Lucatch (since resigned), who is also the Chief Executive Officer and director of Intertainment Media, Inc. and Herb Willer who was a director of the Company and is a director of 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. Upon closing of the acquisition of Ortsbo intellectual property on September 15, 2015, the service agreement was terminated. On October 23, 2013, the Company and Ortsbo, entered into an amendment to the Services Agreement dated March 28, 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 166,667 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 1,333,333 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 February 29, 2016, Ortsbo holds 1,500,000 restricted shares of common stock of the Company. 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. On September 15, 2015, the Company closed 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. With this closing, the Company had an obligation to issue 31,987,000 shares of common stock of Yappn. During the quarter 12,998,682 shares were issued comprising of 8,312,500 to Ortsbo Inc. and 4,686,182 to the former debt and minority shareholders of Ortsbo, which were valued at $1,806,608, leaving 18,988,318 shares to be issued at February 29, 2016 comprising 17,687,500 to Winterberry and 1,300,818 to a former holder of Ortsbo stock. As of the filing date, these aforementioned shares remain to be issued. Yappn also assumed $975,388 of debt as part of the transaction. This assumed debt was immediately subscribed as part of the secured debenture in Yappn (Note 6). The fair value for the agreed upon consideration for the acquisition of Intellectual property from Ortsbo was $16,968,888. This transaction was completed on September 15, 2015. Due to the common control of Ortsbo Inc. and Yappn Corp the value of the Intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo Inc. This value was $5,421,068 on September 15, 2015 (Note 4). For the nine month period ended February 29, 2016, related party fees incurred and paid for general development and managerial services performed by Intertainment Media, Inc. and its subsidiary totaled $128,229 ($725,779 – nine months ending February 28, 2015). As of February 29, 2016 the related party liability balance totaled $66,787 ($468,766 – May 31, 2015). Directors subscribed for $1,075,000 of the $2,086,000 convertible secured debentures issued on December 30, 2015 (note 8). A director also advanced $120,000 to the Company on a second closing of the same convertible secured debenture financing closed on December 30, 2015 (note 5). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 29, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company granted 8,775,000 stock options to employees and consultants at an exercise price of $0.25 per share, with a 5 year life vesting over three years. The Company also re-priced 1,230,000 options previously issued to employees to $0.25 per share from their original pricing of $1.00 per share. The Company granted future rights to issue stock of up to 4,000,000 shares in total to Board of Directors on achievement of revenue milestones. The Company received advances of $250,000 towards a tranche to be closed at a future date in a private placement of units consistent of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 29, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization Yappn Corp., formerly “Plesk Corp.”, (the “Company”) was incorporated under the laws of the State of Delaware on November 3, 2010. The business plan of the Company is to provide effective unique and proprietary tools and services that create dynamic solutions that enhance a brand’s messaging, media, e-commerce and support platforms. The Company has offices in the United States and Canada. In March 2013, the Company acquired a concept and technology license from Intertainment Media Inc., a Canadian company, in exchange for 7,000,000 shares of common stock of the Company. As a result of this exchange, Intertainment Media Inc. acquired, at that time, a seventy percent (70%) ownership of the Company. On September 15, 2015, the Company closed the acquisition of Ortsbo Inc.’s intellectual property. As a result of the acquisition, Intertainment Media Inc.’s ownership was reduced to 37%. The accompanying interim condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements (“interim financial statements”) of the Company as of February 29, 2016, and for the three and nine month periods ended February 29, 2016 and February 28, 2015, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of February 29, 2016, and the results of its operations and its cash flows for the three and nine month periods ended February 29, 2016 and February 28, 2015. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2016. The accompanying interim financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2015 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. |
Principles of Consolidation | Principles of Consolidation The interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired technology, and patents, acquired from a related party and are accordingly recorded at the cost as recorded in the records of the related party (Note 4). The Company amortizes acquired technology over its estimated useful life considered to be 5 years, on a straight-line basis. Patents are amortized commencing at the receipt of approval of the patents or acquisition of patents. Should the patent process be unsuccessful, the entire amount relating to the patent is expensed in the period this is determined. The Company continually evaluates the remaining estimated useful life of its intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: 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. 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) | 9 Months Ended |
Feb. 29, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures [Abstract] | |
Summary of short term loans | Principal amounts April 1, January 7, Other Loans Total 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 ) (1,356 ) (21,893 ) (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 $ 22,513 $ 616,870 $ 791,928 Borrowing on June 19, 2015 - - 78,265 78,265 Borrowing on July 10, 2015 - - 250,000 250,000 Borrowing during the second quarter - - 1,201,000 1,201,000 Borrowing during the third quarter - - 175,000 175,000 Fair value adjustments (13,795 ) (1,820 ) (29,388 ) (45,003 ) Conversions - - (1,662,300 ) (1,662,300 ) Repayments (8,446 ) - (403,805 ) (412,251 ) Fair value at February 29, 2016 $ 130,304 $ 20,693 $ 225,642 $ 376,639 |
Convertible Promissory Notes 23
Convertible Promissory Notes and Debentures (Tables) | 9 Months Ended |
Feb. 29, 2016 | |
Short-term Debt [Line Items] | |
Summary of convertible notes and debentures | Principal amounts: JMJ Convertible Other Total 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 Borrowings on June 24, 2015 - - 45,375 45,375 Borrowings on June 29, 2015 - - 45,375 45,375 Repayments - - (818,000 ) (818,000 ) Total Borrowings at February 29, 2016 $ - $ 2,694,000 $ - $ 2,694,000 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, issued during 2015 137,071 436,887 1,020,110 1,594,068 Change in fair value (from 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 May 31, 2015 - 1,945,833 1,844,478 3,790,311 Convertible notes and debt at fair value at the commitment date issued during 2016 - - 171,990 171,990 Change in fair value - 550,008 (1,132,904 ) (582,896 ) Repayments (cash) - - (883,564 ) (883,564 ) Convertible notes and debt at fair value at February 29, 2016 $ - $ 2,495,841 $ - $ 2,495,841 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 Balance at February 29, 2016 Current - 2,495,841 - 2,495,841 $ - $ 2,495,841 $ - $ 2,495,841 |
JMJ Financial [Member] | |
Short-term Debt [Line Items] | |
Condensed consolidated statements of operations and comprehensive income (loss) | Accounting allocation of initial proceeds: Second Quarter Fiscal 2015 Third Quarter Fiscal 2015 Fourth Quarter Fiscal 2015 First Quarter Fiscal 2016 Gross proceeds $ 90,000 $ 430,750 $ 296,500 $ 90,750 Fair value of promissory notes (137,071 ) (656,507 ) (363,604 ) (171,990 ) Fair value of equity warrant - (37,100 ) - - Financing expense on the issuance of promissory notes $ 47,071 $ 262,857 $ 67,104 $ 81,240 Key inputs to determine the fair value at the commitment date: Stock price $ 0.40-1.20 $ 0.50-0.70 $ 0.50-0.60 $ 0.60 Current exercise price $ 0.40-0.60 $ 0.20-1.00 $ 0.30 $ 0.20 Time to expiration – days 389-436 181-365 250-366 225-230 Risk free interest rate .1-.11 % .14-.26 % .09-.27 % .30-.27 % Estimated volatility 150 % 150 % 150 % 150 % Dividend - - - - Key inputs to determine the fair value at May 31, 2015: Stock price $ N/A $ 0.50 $ 0.60 $ N/A Current exercise price $ N/A $ 0.30-1.00 $ 0.30 $ N/A Time to expiration – days N/A 115-346 212-325 N/A Risk free interest rate N/A % .07-.22 % .06-.26 % N/A Estimated volatility N/A % 150 % 150 % N/A % Dividend N/A N/A N/A N/A |
Convertible Debentures with Series A and B Warrants [Member] | |
Short-term Debt [Line Items] | |
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 11) (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 $ 0.50 $ 0.50 $ 1.80 Current exercise price – promissory notes $ 1.00 $ 1.00 $ 1.00 Current exercise price – Series A warrants $ 1.50 $ 1.50 $ 1.50 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 N/A N/A N/A Market interest rate for the Company 18 % 18 % 18 % 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 N/A N/A N/A Key inputs to determine the fair value of the promissory notes at February 29, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days - - 32 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 |
Convertible Debentures with Series C or Series D Warrants [Member] | |
Short-term Debt [Line Items] | |
Condensed consolidated statements of operations and comprehensive income (loss) | Accounting allocation of initial proceeds: Fourth Quarter Fiscal 2014 First Quarter Fiscal 2015 Second Quarter Fiscal 2015 Gross proceeds $ 1,050,000 $ 250,000 $ 225,000 Fair value of the convertible debentures (852,726 ) (254,167 ) (182,720 ) Fair value of liability warrants - - (152,951 ) Fair value of equity warrants (197,274 ) - - Financing expense on the issuance of derivative instruments $ - $ 4,167 $ 110,671 Key inputs to determine the fair value at the commitment date: Stock price $ 1.50-1.60 $ 2.00 $ N/A Current exercise price $ 1.50 $ 1.50 $ 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, 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 % Key inputs to determine the fair value of the convertible debentures at February 29, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days 54-91 119 186-241 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 % |
Convertible Secured Debentures
Convertible Secured Debentures (Tables) | 9 Months Ended |
Feb. 29, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures [Abstract] | |
Summary of fair values of the components of convertible secured debentures | Accounting allocation of initial proceeds: December 30, 2015 Gross proceeds $ 2,086,000 Fair value of the convertible secured debt - Fair value of equity warrants (Note 10) (1,616,630 ) Beneficial conversion feature (469,370 ) Convertible secured debt at fair value at the commitment date, issued during 2016 $ - Change in fair value (from commitment date) 69,687 Repayments (cash) - Convertible secured debenture at fair value at February 29, 2016 $ 69,687 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 9 Months Ended |
Feb. 29, 2016 | |
Preferred Stock and Warrants [Abstract] | |
Schedule of preferred stock activity | Preferred Stock Total – as of May 31, 2014 201,000 Conversion of preferred stock into common stock (201,000 ) Total – as of May 31, 2015 and February 29, 2016 - |
Schedule of warrants | Shares Exercise Expiration Outstanding as of May 31, 2012 - - - Issued on March 28, 2013 401,000 $ 1.00 March 28, 2018 Issued on May 31, 2013 370,000 $ 0.54 May 31, 2018 Exercised and expired - - - Total – as of May 31, 2013 771,000 - - Issued on June 7, 2013 165,000 $ 0.54 June 7, 2018 Issued on November 15, 2013 12,000 $ 1.00 November 15, 2018 Issued Series A warrants on January 29, 2014 395,000 $ 1.00 January 29, 2019 Issued Series B warrants on January 29, 2014 395,000 $ 2.00 January 29, 2019 Issued Series A warrants on February 27, 2014 305,000 $ 1.00 February 27, 2019 Issued Series B warrants on February 27, 2014 305,000 $ 2.00 February 27, 2019 Issued Series A warrants on April 1, 2014 469,000 $ 1.00 April 1, 2019 Issued Series B warrants on April 1, 2014 469,000 $ 2.00 April 1, 2019 Issued to Lender – Line of Credit 800,000 $ 1.00 April 7, 2019 Issued Series C warrants on April 23, 2014 33,333 $ 2.20 April 23, 2019 Issued Series C warrants on May 30, 2014 666,667 $ 2.20 May 30, 2019 Exercised and expired - Total – as of May 31, 2014 4,786,000 Issued Series C warrants on June 27, 2014 166,667 $ 2.20 June 27, 2019 Issued Series C warrants on September 2, 2014 83,333 $ 2.20 September 2, 2019 Issued Series D warrants on October 6, 2014 33,333 $ 2.20 October 6, 2019 Issued Series D warrants on October 27, 2014 33,333 $ 2.20 October 27, 2019 Issued warrants – consultants 330,000 $ 1.50 May 30, 2019 Issued warrants on February 4, 2015 Typenex Co-Investments, LLC 70,000 $ 1.00 February 4, 2020 Issued warrants – consultant on May 31, 2015 5,000 $ 1.00 May 31, 2017 Issued warrants – consultant on May 31, 2015 15,000 $ 1.50 May 31, 2017 Exercised and expired - Total – as of May 31, 2015 5,522,666 Issued warrants on September 28, 2015 – board of directors 300,000 $ 1.00 August 31, 2020 Issued to Lender – Line of Credit on November 5, 2015 1,700,000 $ 1.00 April 7, 2019 Issued warrants – consultant on November 5, 2015 100,000 $ 1.00 October 16, 2017 Issued warrants on December 30, 2015 20,860,000 $ 0.01 December 29, 2020 Exercised Warrants Typenex Co-Investments, LLC (70,000 ) $ 1.00 Total – as of February 29, 2016 28,412,666 |
Schedule of warrants and reflection in equity | Shares Equity Issued warrants on March 28, 2013 401,000 $ 917,087 Issued warrants on May 31, 2013 370,000 543,530 Issued warrants on June 7, 2013 165,000 211,670 Issued warrants on November 15, 2013 12,000 3,744 Issued Series A warrants on January 29, 2014 395,000 397,895 Issued Series B warrants on January 29, 2014 395,000 - Issued Series A warrants on February 27, 2014 305,000 224,135 Issued Series B warrants on February 27, 2014 305,000 - Issued Series A warrants on April 1, 2014 469,000 234,969 Issued Series B warrants on April 1, 2014 469,000 - Issued to Loan Agreement - Credit Line 800,000 1,495,200 Issued Series C warrants on April 23, 2014 33,333 9,395 Issued Series C warrants on May 30, 2014 666,667 187,574 Issued Series C warrants on June 27, 2014 166,667 - Issued Series C warrants on September 2, 2014 83,333 38,584 Issued Series D warrants on October 6, 2014 33,333 15,567 Issued Series D warrants on October 27, 2014 33,333 15,667 Warrants issued to consultants 330,000 165,330 Issued warrants on May 31, 2015 20,000 3,960 Issued warrants on September 28, 2015 300,000 227,100 Issued warrants on November 5, 2015 1,700,000 519,520 Issued warrants on November 5, 2015 100,000 23,240 Issued warrants on December 30, 2015 20,860,000 1,616,630 Total – as of February 29, 2016 28,412,666 $ 6,850,797 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Feb. 29, 2016 | |
Warrant [Member] | |
Schedule of derivative liabilities at fair value | Shares Issuable Under Warrants Derivative Warrant Value Balance as of June 1, 2013 771,000 $ 4,050,278 Warrants issued June 7, 2013 165,000 1,146,915 Warrants issued November 15, 2013 12,000 9,636 Series A warrants issued on January 29, 2014 395,000 161,950 Series A warrants issued on February 27, 2014 305,000 125,050 Series A warrants issued on April 1, 2014 469,000 776,664 Warrants reclassified to equity (price protection expiry) (401,000 ) (917,087 ) Warrants exercised or expired - - Decrease in fair value of derivative warrant liability - (2,822,124 ) Balance as of May 31, 2014 1,716,000 2,531,282 Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 9 and 10) (1,716,000 ) (1,851,090 ) Warrants exercised or expired - - Decrease in fair value of derivative warrant liability - (680,192 ) Balance as of May 31, 2015 and February 29, 2016 - $ - |
Employee Benefit and Incentiv27
Employee Benefit and Incentive Plans (Tables) | 9 Months Ended |
Feb. 29, 2016 | |
Employee Benefit and Incentive Plans [Abstract] | |
Schedule of the options granted and related disclosures | Stock Weighted- Outstanding (Granted all in Fiscal 2015) 1,804,500 $ 1.00 Exercised - - Cancelled, forfeited or expired 114,500 - Outstanding at February 29, 2016 1,690,000 $ 1.00 Options exercisable at February 29, 2016 1,066,667 $ 1.00 Fair value of options vested as at February 29, 2016 $ 907,200 - |
Schedule of estimated fair value of options granted | Total number of shares issued under options 1,047,000 Stock price $ 1.00 Exercise price $ 1.00 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 0.90 Dividend - Total number of shares issued under options 757,500 Stock price $ 0.60 Exercise price $ 1.00 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 0.50 Dividend - |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | ||
Feb. 29, 2016 | Sep. 15, 2015 | Mar. 28, 2013 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Intangible assets estimated useful life | 5 years | ||
Intertainment Media Inc [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Exchange of common stock shares | 7,000,000 | ||
Ownership percentage of Company | 70.00% | ||
Ownership percentage reduced | 37.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 9 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | May. 31, 2015 | |
Going Concern (Textual) | |||
Deficit | $ (18,431,446) | $ (14,762,852) | |
Working capital deficit | 3,093,528 | ||
Net cash used in operating activities | (2,255,415) | $ (2,994,143) | |
Amount raised through various financial instruments | $ 2,268,846 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) | 3 Months Ended | 9 Months Ended |
Feb. 29, 2016USD ($) | Feb. 29, 2016USD ($)Customershares | |
Concentration of Credit Risk (Textual) | ||
Stock issued during period, value | $ 1,431,489 | |
Intelligent Content Enterprises [Member] | ||
Concentration of Credit Risk (Textual) | ||
Sale of stock, number of shares issued in transaction | shares | 24,000,000 | |
Stock issued during period, value | $ 2,125,000 | |
Dwf [Member] | ||
Concentration of Credit Risk (Textual) | ||
Sale of stock, number of shares issued in transaction | shares | 4,250,000 | |
Sales Revenue, Net [Member] | ||
Concentration of Credit Risk (Textual) | ||
Percentage of revenues | 55.00% | 89.00% |
Revenues | $ 233,860 | $ 1,615,125 |
Accounts Receivable [Member] | ||
Concentration of Credit Risk (Textual) | ||
Number of customer | Customer | 1 | |
Percentage of revenues | 100.00% | |
Revenues | $ 178,432 | $ 802,592 |
Acquisition of Intellectual P31
Acquisition of Intellectual Property (and Reverse Split) (Details) - USD ($) | Sep. 15, 2015 | Sep. 09, 2015 | Feb. 29, 2016 |
Business Acquisition [Line Items] | |||
Reverse stock Split | 1-for-10 reverse stock split | ||
Retroactive impact of reverse stock split | Reverse stock split reduced the Company's common stock outstanding from approximately 134,344,806 shares to approximately 13,434,481 shares. | ||
Changes to number of common shares, reverse stock split - shares | 13,434,481 | ||
Former Debt [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares issued during acquisitions, shares | 4,686,182 | ||
Ortsbo Inc [Member] | |||
Business Acquisition [Line Items] | |||
Issuance of common stock shares | 31,987,000 | ||
Stock issued during period acquisitions value | $ 1,806,608 | ||
Number of shares issued during acquisitions, shares | 8,312,500 | ||
Number of shares to be issued during acquisitions, shares | 18,988,318 | ||
Business acquisition equity interest issued, number of shares | 12,998,682 | ||
Secured debt | $ 975,388 | ||
Value of the intangible assets acquired | 5,421,068 | ||
Fair value for acquisition of Intellectual property | $ 16,968,888 |
Short Term Loans (Details)
Short Term Loans (Details) | 9 Months Ended | 12 Months Ended | ||||
Feb. 29, 2016USD ($) | Feb. 28, 2015USD ($) | May. 31, 2015USD ($) | Nov. 30, 2015USD ($) | Apr. 01, 2014USD ($) | Apr. 01, 2014CAD | |
Short-term Debt [Line Items] | ||||||
Short-term debt, fair value | $ 791,928 | $ 477,311 | $ 477,311 | |||
Borrowing | 376,639 | 791,928 | $ 1,201,000 | $ 219,480 | CAD 240,000 | |
Fair value adjustments | (45,003) | (44,838) | ||||
Repayments | 151,791 | 358,678 | (624,665) | |||
Conversions | (1,662,300) | (215,777) | ||||
Short-term debt, fair value | 376,639 | 791,928 | ||||
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 [Member] | ||||||
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 | |||||
June 19, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 78,265 | |||||
July 10, 2015 (Member) | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 250,000 | |||||
Borrowing during the second quarter [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 1,201,000 | |||||
April 1, 2014 Term Loan (Member) | ||||||
Short-term Debt [Line Items] | ||||||
Short-term debt, fair value | $ 152,545 | 220,159 | $ 220,159 | |||
Borrowing | ||||||
Fair value adjustments | $ (13,795) | $ (21,589) | ||||
Repayments | $ (8,446) | $ (46,025) | ||||
Conversions | ||||||
Short-term debt, fair value | $ 130,304 | $ 152,545 | ||||
April 1, 2014 Term Loan (Member) | June 19, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | ||||||
April 1, 2014 Term Loan (Member) | July 10, 2015 (Member) | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | ||||||
April 1, 2014 Term Loan (Member) | Borrowing during the third quarter [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | ||||||
January 7, 2014 Term Loan [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Short-term debt, fair value | $ 22,513 | $ 257,152 | $ 257,152 | |||
Borrowing | ||||||
Fair value adjustments | $ (1,820) | $ (1,356) | ||||
Repayments | (142,506) | |||||
Conversions | (90,777) | |||||
Short-term debt, fair value | $ 20,693 | $ 22,513 | ||||
January 7, 2014 Term Loan [Member] | June 19, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | ||||||
January 7, 2014 Term Loan [Member] | July 10, 2015 (Member) | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | ||||||
January 7, 2014 Term Loan [Member] | Borrowing during the third quarter [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | ||||||
Other Loans [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Short-term debt, fair value | $ 616,870 | |||||
Borrowing | $ 1,199,897 | |||||
Fair value adjustments | (29,388) | (21,893) | ||||
Repayments | (403,805) | (436,134) | ||||
Conversions | (1,662,300) | (125,000) | ||||
Short-term debt, fair value | 225,642 | 616,870 | ||||
Other Loans [Member] | January 23, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 16,098 | |||||
Other Loans [Member] | March 30, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 250,000 | |||||
Other Loans [Member] | May 6, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 144,729 | |||||
Other Loans [Member] | May 11, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | $ 419,463 | |||||
Other Loans [Member] | June 19, 2015 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 78,265 | |||||
Other Loans [Member] | July 10, 2015 (Member) | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 250,000 | |||||
Other Loans [Member] | Borrowing during the second quarter [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | 1,201,000 | |||||
Other Loans [Member] | Borrowing during the third quarter [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Borrowing | $ 175,000 |
Short Term Loans (Details Textu
Short Term Loans (Details Textual) | May. 06, 2015USD ($) | Aug. 25, 2014USD ($) | Aug. 25, 2014CAD | Aug. 04, 2014USD ($) | Jul. 17, 2014USD ($) | Jun. 12, 2014USD ($) | Jun. 12, 2014CAD | Apr. 01, 2014USD ($) | Jan. 07, 2014USD ($) | Jun. 27, 2014USD ($) | Jun. 27, 2014CAD | Feb. 29, 2016USD ($) | Feb. 29, 2016CAD | May. 31, 2015USD ($) | May. 31, 2015CAD | Feb. 29, 2016CAD | Nov. 30, 2015USD ($) | Jul. 10, 2015USD ($) | Jun. 19, 2015USD ($) | Jun. 19, 2015CAD | May. 11, 2015USD ($) | May. 11, 2015CAD | May. 06, 2015CAD | Aug. 04, 2014CAD | Jul. 17, 2014CAD | Apr. 01, 2014CAD | Jan. 07, 2014CAD |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 219,480 | $ 376,639 | $ 791,928 | $ 1,201,000 | CAD 240,000 | ||||||||||||||||||||||
Previously converted a portion of a previous loan from lender | CAD | CAD 350,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2015 | Aug. 14, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | Apr. 7, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | ||||||||||||||||||||
Interest rate percent | 1.00% | 1.00% | 12.00% | 12.00% | 6.00% | 12.00% | 12.00% | 1.00% | 1.00% | 12.00% | |||||||||||||||||
Repayment of principle | $ 22,768 | CAD 25,000 | $ 142,056 | CAD 152,000 | $ 8,446 | CAD 13,405 | $ 118,454 | CAD 160,280 | |||||||||||||||||||
Short term loans, outstanding | $ 20,693 | CAD 28,000 | |||||||||||||||||||||||||
Preparation fee | $ 6,000 | $ 3,210 | CAD 7,200 | CAD 3,500 | |||||||||||||||||||||||
Debt Instrument, Convertible, Description | subscription agreement for Units that included an unsecured 6% convertible debenture, $100 par value, convertible into shares of the Company's common stock and 166,667 issuable shares of common stock (Series C warrants) at a purchase price of $2.20 per share (Note 7). As at February 29, 2016 an amount of $20,693 ($28,000 Canadian) remains outstanding | subscription agreement for Units that included an unsecured 6% convertible debenture, $100 par value, convertible into shares of the Company's common stock and 166,667 issuable shares of common stock (Series C warrants) at a purchase price of $2.20 per share (Note 7). As at February 29, 2016 an amount of $20,693 ($28,000 Canadian) remains outstanding | |||||||||||||||||||||||||
Debt instrument, Fee description | This loan carries a 1% arrangement fee and an interest rate of 1% per month. | A preparation fee of 10% or $25,300 (Canadian $28,000) was paid at inception. | |||||||||||||||||||||||||
Private Investor [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 150,000 | $ 93,458 | $ 100,915 | $ 253,200 | $ 175,000 | $ 250,000 | CAD 187,000 | CAD 100,000 | CAD 110,000 | CAD 280,000 | |||||||||||||||||
Interest rate percent | 12.00% | 12.00% | |||||||||||||||||||||||||
Repayment of principle | $ 90,777 | CAD 100,000 | |||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ | $ 120,000 | ||||||||||||||||||||||||||
April 1, 2014 Term Loan [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Previously converted a portion of a previous loan from lender | 130,304 | CAD 176,315 | |||||||||||||||||||||||||
July 17, 2014 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans, outstanding | $ 90,145 | CAD 105,000,000 | |||||||||||||||||||||||||
August 4, 2014 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans, outstanding | $ 55,428 | CAD 75,000 | |||||||||||||||||||||||||
May 11, 2015 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 419,463 | CAD 500,000 | |||||||||||||||||||||||||
June 19, 2015 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 78,265 | CAD 96,000 | |||||||||||||||||||||||||
Interest rate percent | 12.00% | 12.00% |
Line of Credit Arrangement an34
Line of Credit Arrangement and Secured Debentures (Details) - USD ($) | May. 06, 2015 | Aug. 04, 2014 | Jul. 17, 2014 | Apr. 07, 2014 | Apr. 01, 2014 | Jan. 07, 2014 | Jun. 19, 2015 | Feb. 29, 2016 | May. 31, 2015 | Sep. 15, 2015 |
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||||||
Line of credit maximum borrowing capacity | $ 3,000,000 | |||||||||
Line of credit facility, interest rate at end | 12.00% | |||||||||
Interest rate during period | 1.00% | |||||||||
Additional amount withdrawn under line of credit | $ 100,000 | $ 1,367,025 | ||||||||
Term of warrants on additional amount borrowed under line of credit | 5 years | |||||||||
Warrants issued on additional amount borrowed under line of credit | 100,000 | 200,000 | ||||||||
Line of credit | $ 200,000 | $ 2,167,025 | ||||||||
Secured debentures | $ 1,075,000 | |||||||||
Cash received | 2,500,000 | |||||||||
Amount of debt conversion | $ 2,000,000 | 2,000,000 | ||||||||
Existing debt | $ 4,500,000 | |||||||||
Secured debt repayment | 925,000 | |||||||||
Cash repayment | 465,000 | |||||||||
Line of credit facility agreement term | 2 years | |||||||||
Warrants expiration, Term | 5 years | |||||||||
Line of credit borrowed | 150,000 | $ 1,900,155 | ||||||||
Repayment of line of credit | $ 1,242,025 | $ 533,130 | ||||||||
Annual interest rate | 12.00% | |||||||||
Debt instrument, maturity date | Jun. 30, 2015 | Aug. 14, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | Apr. 7, 2014 | Dec. 31, 2015 | ||||
First Tranche of Secured Debentures [Member] | ||||||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||||||
Secured debentures | $ 4,500,000 | |||||||||
Maturity date description | Extend the maturity date of the Secured Debentures from December 31, 2015 to July 15, 2020. | |||||||||
Secured debentures payment terms | At any time after the earlier of (i) six (6) months from the date of first issuance of any subsequent Debentures; and (ii) June 30, 2016, to require the Company to satisfy the outstanding obligations underlying the Secured Debenture; provided, however, that at least two thirds (66.67%) of the Holders of the principal amount of the Secured Debentures consent to a put of their Secured Debentures to the Company. | |||||||||
Ortsbo [Member] | ||||||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||||||
Secured debentures | $ 4,550,388 | |||||||||
Ortsbo [Member] | First Tranche of Secured Debentures [Member] | ||||||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||||||
Assumed debt | $ 975,338 | |||||||||
Warrant [Member] | ||||||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||||||
Warrants exercise price per share | $ 1 | |||||||||
Warrants issued | 800,000 |
Convertible Promissory Notes 35
Convertible Promissory Notes and Debentures (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Feb. 29, 2016 | May. 31, 2015 | |
Short-term Debt [Line Items] | ||
Conversions | $ (80,000) | |
Repayments | $ (818,000) | (182,500) |
Convertible notes and debt at fair value | 3,790,311 | 2,507,175 |
Convertible notes and debt at fair value at the commitment date | 171,990 | 1,594,068 |
Change in fair value | (582,896) | 33,156 |
Repayments (cash) | (883,564) | (238,271) |
Convertible notes and debt at fair value | 2,495,841 | 3,790,311 |
Current | $ 2,495,841 | 3,477,825 |
Long term | 312,486 | |
Total convertible promissory notes and debentures | $ 2,495,841 | 3,790,311 |
JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Conversions | (80,000) | |
Repayments | (90,000) | |
Convertible notes and debt at fair value | 142,189 | |
Convertible notes and debt at fair value at the commitment date | 137,071 | |
Change in fair value | (70,223) | |
Repayments (cash) | (103,220) | |
Conversions to common stock | $ (105,817) | |
Convertible notes and debt at fair value | ||
Current | ||
Long term | ||
Total convertible promissory notes and debentures | ||
Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Conversions | ||
Repayments | ||
Convertible notes and debt at fair value | $ 1,945,833 | $ 2,264,140 |
Convertible notes and debt at fair value at the commitment date | 436,887 | |
Change in fair value | $ 550,008 | $ (755,194) |
Repayments (cash) | ||
Conversions to common stock | ||
Convertible notes and debt at fair value | $ 2,495,841 | $ 1,945,833 |
Current | 2,495,841 | 1,633,347 |
Long term | 312,486 | |
Total convertible promissory notes and debentures | 2,495,841 | $ 1,945,833 |
Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Conversions | ||
Repayments | (818,000) | $ (92,500) |
Convertible notes and debt at fair value | 1,844,478 | 100,846 |
Convertible notes and debt at fair value at the commitment date | 171,990 | 1,020,110 |
Change in fair value | (1,132,904) | 858,573 |
Repayments (cash) | $ (883,564) | $ (135,051) |
Conversions to common stock | ||
Convertible notes and debt at fair value | $ 1,844,478 | |
Current | $ 1,844,478 | |
Long term | ||
Total convertible promissory notes and debentures | $ 1,844,478 | |
Total Borrowings at May 31, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | 2,391,500 | |
Total Borrowings at May 31, 2014 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | 80,000 | |
Total Borrowings at May 31, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | 2,219,000 | |
Total Borrowings at May 31, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | 92,500 | |
Borrowing on June 27, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 250,000 | |
Borrowing on June 27, 2014 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on June 27, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 250,000 | |
Borrowing on June 27, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on September 2, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 125,000 | |
Borrowing on September 2, 2014 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on September 2, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 125,000 | |
Borrowing on September 2, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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 September 3, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on September 3, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on October 6, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 50,000 | |
Borrowing on October 6, 2014 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on October 6, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 50,000 | |
Borrowing on October 6, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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 22, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on October 22, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on October 27, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 50,000 | |
Borrowing on October 27, 2014 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on October 27, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 50,000 | |
Borrowing on October 27, 2014 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on December 24, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 75,000 | |
Borrowing on December 24, 2014 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on December 24, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on December 24, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on December 29, 2014 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on February 4, 2015 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on February 9, 2015 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
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] | Convertible Debentures [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 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] | Convertible Debentures [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 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] | Convertible Debentures [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 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] | Convertible Debentures [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] | ||
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] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowing on April 23, 2015 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 25,000 | |
Total Borrowings at May 31, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 3,421,250 | |
Total Borrowings at May 31, 2015 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Total Borrowings at May 31, 2015 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 2,694,000 | |
Total Borrowings at May 31, 2015 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 727,250 | |
Borrowings on June 24, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 45,375 | |
Borrowings on June 24, 2015 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowings on June 24, 2015 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowings on June 24, 2015 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 45,375 | |
Borrowings on June 29, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 45,375 | |
Borrowings on June 29, 2015 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowings on June 29, 2015 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Borrowings on June 29, 2015 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 45,375 | |
Total Borrowings at February 29, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 2,694,000 | |
Total Borrowings at February 29, 2016 [Member] | JMJ Financial [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Total Borrowings at February 29, 2016 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | $ 2,694,000 | |
Total Borrowings at February 29, 2016 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings |
Convertible Promissory Notes 36
Convertible Promissory Notes and Debentures (Details 1) - USD ($) | Mar. 01, 2015 | Aug. 14, 2014 | Apr. 01, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Feb. 29, 2016 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 29, 2016 | Feb. 28, 2015 | Mar. 02, 2015 | May. 31, 2013 |
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Gross proceeds | $ 2,495,841 | $ 3,790,311 | $ 2,495,841 | ||||||||||||
Fair value of promissory notes | $ 2,495,841 | $ 3,790,311 | $ 2,507,175 | $ 2,495,841 | |||||||||||
Stock price | $ 1 | $ 0.60 | |||||||||||||
Dividend | |||||||||||||||
Warrant [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Fair value derivative liability warrant | $ 1,283,113 | 2,531,282 | $ 1,283,113 | $ 4,050,278 | |||||||||||
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 | ||||||||||||
Convertible 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 | ||||||||||||
Fair value of promissory notes | (182,720) | $ (254,167) | $ (852,726) | ||||||||||||
Fair value derivative liability warrant | $ (152,951) | ||||||||||||||
Fair value of equity warrants | $ (197,274) | ||||||||||||||
Financing expense on the issuance of promissory notes | $ 110,671 | $ 4,167 | |||||||||||||
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 | $ 1.80 | $ 0.50 | $ 0.50 | ||||||||||||
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 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||||
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 | $ 1 | $ 1 | $ 1 | ||||||||||||
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] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $ 2 | ||||||||||||||
Current exercise price | $ 1.50 | $ 1.50 | |||||||||||||
Time to expiration - days | 731 days | 731 days | |||||||||||||
Risk free interest rate | 0.45% | 0.37% | |||||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | |||||||||||||
Dividend | |||||||||||||||
Market interest rate for the Company | 18.00% | 18.00% | |||||||||||||
Fair value at commitment date [Member] | Maximum [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $ 1.60 | ||||||||||||||
Fair value at commitment date [Member] | Minimum [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $ 1.50 | ||||||||||||||
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] | |||||||||||||||
Stock price | |||||||||||||||
Current exercise price | |||||||||||||||
Time to expiration - days | 306 days | 272 days | 243 days | ||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | |||||||||||||||
Dividend | |||||||||||||||
Fair value of promissory notes at May 31, 2015 [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | |||||||||||||||
Current exercise price | |||||||||||||||
Time to expiration - days | 393 days | ||||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | |||||||||||||||
Dividend | |||||||||||||||
Market interest rate for the Company | |||||||||||||||
Fair value of promissory notes at May 31, 2015 [Member] | Maximum [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 515 days | 365 days | |||||||||||||
Fair value of promissory notes at May 31, 2015 [Member] | Minimum [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 460 days | 328 days | |||||||||||||
Fair value of promissory notes at February 29 2016 [Member] | Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | |||||||||||||||
Current exercise price | |||||||||||||||
Time to expiration - days | 32 days | ||||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | |||||||||||||||
Dividend | |||||||||||||||
Fair value of promissory notes at February 29 2016 [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 119 days | ||||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | |||||||||||||||
Dividend | |||||||||||||||
Market interest rate for the Company | |||||||||||||||
Fair value of promissory notes at February 29 2016 [Member] | Maximum [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 241 days | 91 days | |||||||||||||
Fair value of promissory notes at February 29 2016 [Member] | Minimum [Member] | Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Time to expiration - days | 186 days | 54 days | |||||||||||||
JMJ Financial [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Gross proceeds | $ 90,750 | $ 296,500 | 430,750 | $ 90,000 | $ 90,750 | $ 430,750 | |||||||||
Fair value of promissory notes | $ (171,990) | $ (363,604) | (656,507) | $ (137,071) | $ (171,990) | (656,507) | |||||||||
Fair value of equity warrants | (37,100) | (37,100) | |||||||||||||
Financing expense on the issuance of promissory notes | $ 81,240 | $ 67,104 | $ 262,857 | $ 47,071 | $ 81,240 | $ 262,857 | |||||||||
JMJ Financial [Member] | Fair value at commitment date [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $ 0.60 | $ 0.60 | |||||||||||||
Current exercise price | $ 0.20 | $ 0.30 | $ 0.20 | ||||||||||||
Estimated volatility (all options) | 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 | $ 0.60 | $ 0.70 | $ 1.20 | $ 0.70 | |||||||||||
Current exercise price | $ 1 | $ 0.60 | 1 | ||||||||||||
Time to expiration - days | 366 days | 365 days | 436 days | 230 days | |||||||||||
Risk free interest rate | 0.27% | 0.26% | 0.11% | 0.30% | |||||||||||
JMJ Financial [Member] | Fair value at commitment date [Member] | Minimum [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Stock price | $ 0.50 | $ 0.50 | $ 0.40 | 0.50 | |||||||||||
Current exercise price | $ 0.20 | $ 0.40 | 0.20 | ||||||||||||
Time to expiration - days | 250 days | 181 days | 389 days | 225 days | |||||||||||
Risk free interest rate | 0.09% | 0.14% | 0.10% | 0.27% | |||||||||||
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 | $ 0.60 | $ 0.50 | 0.50 | ||||||||||||
Current exercise price | $ 0.30 | ||||||||||||||
Risk free interest rate | |||||||||||||||
Estimated volatility (all options) | 150.00% | 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 | $ 1 | 1 | |||||||||||||
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 | $ 0.30 | $ 0.30 | |||||||||||||
Time to expiration - days | 212 days | 115 days | |||||||||||||
Risk free interest rate | 0.06% | 0.07% | |||||||||||||
JMJ Financial [Member] | Fair value of promissory notes at February 29 2016 [Member] | |||||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||||
Dividend |
Convertible Promissory Notes 37
Convertible Promissory Notes and Debentures (Details Textual) | May. 06, 2015 | Feb. 09, 2015USD ($) | Feb. 04, 2015USD ($) | Oct. 06, 2014USD ($)$ / sharesshares | Sep. 02, 2014USD ($)$ / sharesshares | Aug. 25, 2014USD ($) | Aug. 25, 2014CAD | Aug. 04, 2014 | Jul. 17, 2014 | Jun. 27, 2014USD ($)$ / sharesshares | Jun. 27, 2014CADshares | Jun. 12, 2014USD ($) | Jun. 12, 2014CAD | May. 30, 2014USD ($)$ / sharesshares | Apr. 23, 2014USD ($)$ / sharesshares | Apr. 01, 2014USD ($)$ / sharesshares | Jan. 07, 2014 | Oct. 20, 2015USD ($) | Jun. 26, 2015USD ($) | Jun. 19, 2015USD ($) | Apr. 23, 2015USD ($) | Apr. 20, 2015USD ($) | Apr. 15, 2015USD ($) | Mar. 30, 2015USD ($) | Dec. 31, 2014shares | Dec. 29, 2014USD ($) | Dec. 24, 2014USD ($) | Oct. 27, 2014USD ($)$ / sharesshares | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Jan. 31, 2016USD ($) | Feb. 29, 2016USD ($)$ / shares | Feb. 29, 2016CAD | Feb. 28, 2015USD ($) | May. 31, 2015USD ($) | May. 31, 2015CAD | Mar. 02, 2015$ / shares | Aug. 14, 2014$ / shares | Apr. 16, 2014USD ($) | Feb. 21, 2014USD ($) |
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 2,495,841 | $ 3,790,311 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2015 | Aug. 14, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | Apr. 7, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | |||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.60 | $ 1 | ||||||||||||||||||||||||||||||||||||||
Notes mature period | 24 months | 3 months | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 2,000,000 | (105,817) | ||||||||||||||||||||||||||||||||||||||
Common stock issued on exercise of warrants | $ 542,760 | 41,060 | ||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 22,768 | CAD 25,000 | $ 142,056 | CAD 152,000 | 8,446 | CAD 13,405 | $ 118,454 | CAD 160,280 | ||||||||||||||||||||||||||||||||
Proceeds from convertible note | 90,750 | $ 840,339 | ||||||||||||||||||||||||||||||||||||||
Borrowings on June 24, 2015 [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Borrowings | 45,375 | |||||||||||||||||||||||||||||||||||||||
Borrowings on June 29, 2015 [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Borrowings | $ 45,375 | |||||||||||||||||||||||||||||||||||||||
Accredited investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 90,777 | CAD 100,000 | ||||||||||||||||||||||||||||||||||||||
Series C warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
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 | $ 1.50 | $ 1.50 | ||||||||||||||||||||||||||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1.50 | $ 1.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 469,000 | $ 305,000 | $ 395,000 | |||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||||||||||||
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 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 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | |||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Funding total, cash | $ 1,069,000 | $ 1,069,000 | $ 1,069,000 | |||||||||||||||||||||||||||||||||||||
Notes mature period | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.5 | $ 1.5 | $ 1.50 | $ 1 | |||||||||||||||||||||||||||||||||
Additional borrowings | $ 40,000 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 150,000 | |||||||||||||||||||||||||||||||||||||||
Funding total, retirement obligation | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | JSJ Investment Inc [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
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, term of conversion feature description | 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 $1.00. Early payback penalties are 140% from 120-150 days and 150% up to the maturity date of the note. This Convertible Note was repaid on June 24, 2015. | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | LG Capital Funding, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
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, term of conversion feature 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. Early payback penalties are 150% and payback is eligible up to 180 days from the inception of the note. This Convertible Note was repaid on June 24, 2015. | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Vista Capital Investments, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
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, term of conversion feature 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 trading price from the 25 days prior to conversion or $1.00. Early payback penalties are 125% up to 90 days and 145% after 90 days. | |||||||||||||||||||||||||||||||||||||||
Additional borrowings | $ 25,000 | |||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 25,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Typenex Co-Investments, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 115,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 10.00% | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 4, 2016 | |||||||||||||||||||||||||||||||||||||||
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 $1.00 per share. At the funding date the Company issued 70,000 fixed price warrants at an exercise price of $1.00 per share | |||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 10.00% | |||||||||||||||||||||||||||||||||||||||
Installment payment | $ 123,383 | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Iconic Holdings, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 10.00% | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Group 10 Holdings LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 92,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate, description | The debenture may be paid back any time before maturity with a prepayment penalty of 123%. | |||||||||||||||||||||||||||||||||||||||
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 description | 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. | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Vis Vires Group, Inc [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
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, 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, term of conversion feature description | 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 [Member] | Adar Bays, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 8.00% | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 20, 2016 | |||||||||||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 60,500 | |||||||||||||||||||||||||||||||||||||||
Interest rate, description | The Note may be paid back any time before maturity with a prepayment penalty of 130%. | |||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note | 10.00% | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 21, 2016 | |||||||||||||||||||||||||||||||||||||||
Convertible note description | Conversion price of 60% of the average of the two lowest trading prices from previous twenty trading days. | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 1.15 | $ 1.15 | $ 1.15 | |||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series B Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 2 | $ 2 | $ 2 | |||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series C warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 2, 2019 | Jun. 27, 2019 | Jun. 27, 2019 | May 30, 2019 | Apr. 23, 2019 | |||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 2.20 | $ 2.20 | $ 2.20 | $ 2.20 | ||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 83,333 | 166,667 | 166,667 | 666,667 | 33,333 | |||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | shares | 400,000,000 | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series D Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 6, 2019 | Oct. 27, 2019 | ||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 2.20 | $ 2.20 | ||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 33,333 | 33,333 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit one [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 50 | 25 | 125 | 50 | ||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 5,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Settlement of trade payables | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit two [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 75 | 125 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit three [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 25 | |||||||||||||||||||||||||||||||||||||||
Convertible Debentures with Series A and B Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | ||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 469,000 | $ 305,000 | $ 395,000 | |||||||||||||||||||||||||||||||||||||
Debentures payment terms | Non-repayment of the debentures triggered a penalty interest rate whereby the stated interest rate goes up to 16% from the original 6%. | Non-repayment of the debentures triggered a penalty interest rate whereby the stated interest rate goes up to 16% from the original 6%. |
Convertible Secured Debenture38
Convertible Secured Debentures (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 30, 2015 | Feb. 29, 2016 | |
Debt Instrument [Line Items] | ||
Gross proceeds | ||
Convertible notes and debt at fair value | $ 3,790,311 | |
Repayments (cash) | 925,000 | |
Convertible notes and debt at fair value | $ 2,495,841 | |
Convertible secured debentures [Member] | ||
Debt Instrument [Line Items] | ||
Gross proceeds | $ 2,086,000 | |
Fair value of the convertible secured debt | ||
Fair value of equity warrants (Note 10) | $ (1,616,630) | |
Beneficial conversion feature | $ (469,370) | |
Convertible notes and debt at fair value | ||
Change in fair value (from commitment date) | $ 69,687 | |
Repayments (cash) | ||
Convertible notes and debt at fair value | $ 69,687 |
Convertible Secured Debenture39
Convertible Secured Debentures (Details Textual) | Mar. 01, 2015 | Aug. 14, 2014 | Dec. 30, 2015USD ($) | Feb. 29, 2016USD ($) | Nov. 30, 2015USD ($) | May. 31, 2015USD ($) | May. 31, 2014USD ($) | Apr. 01, 2014USD ($) | Apr. 01, 2014CAD |
Short-term Debt [Line Items] | |||||||||
Gross proceeds from private placement | |||||||||
Short term loans advanced | $ 376,639 | $ 1,201,000 | $ 791,928 | $ 219,480 | CAD 240,000 | ||||
Subscription receivable | 46,000 | ||||||||
Dividend rate | |||||||||
Carrying value of the debenture liability | 2,495,841 | $ 3,790,311 | $ 2,507,175 | ||||||
Warrants associated with a secured convertible debenture | 1,616,630 | ||||||||
Convertible secured debentures [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Gross proceeds from private placement | $ 2,086,000 | ||||||||
Convertible secured debentures, description | (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common stock and (ii) ten (10) five year common share purchase warrants, vesting in 1/3 increments with 1/3 vested immediately, 1/3 to be vested in one year and 1/3 to be vested in two years and having an exercise price of $0.01 per share. The units were sold at $1.00 per unit. | ||||||||
Short term loans advanced | $ 1,201,000 | ||||||||
Subscription receivable | 46,000 | ||||||||
Interest and principal payments debentures | 469,370 | ||||||||
Value for warrants by binomial model | $ 1,616,630 | ||||||||
Volatility rate | 314.00% | ||||||||
Expected life | 5 years | ||||||||
Risk free interest rate | 1.80% | ||||||||
Dividend rate | 0.00% | ||||||||
Carrying value of the debenture liability | $ 69,687 | 69,687 | |||||||
Beneficial conversion feature | 469,370 | ||||||||
Additional Paid-in Capital | |||||||||
Short-term Debt [Line Items] | |||||||||
Beneficial conversion feature | 469,370 | ||||||||
Warrants associated with a secured convertible debenture | 1,616,630 | ||||||||
Director [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Short term loans advanced | $ 120,000 | ||||||||
Director [Member] | Convertible secured debentures [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Gross proceeds from private placement | $ 1,075,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Sep. 15, 2015 | May. 25, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Feb. 29, 2016 | Feb. 03, 2015 | Dec. 31, 2014 |
Common Stock (Textual) | |||||||||
Common Stock, shares subscribed | 99,344 | 19,087,662 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||
Common stock issuance description | (i) 1,844,000 shares of Common Stock issuable to them upon exercise of promissory notes and (ii) 4,588,000 shares of Common Stock issuable to them upon exercise of warrants. | ||||||||
Common stock, par value $.0001 per share, 19,087,662 shares subscribed not issued (May 31, 2015 - 99,344) | $ (124,567) | $ (2,763,638) | |||||||
Consultant [Member] | |||||||||
Common Stock (Textual) | |||||||||
Issuance of common stock to consultants | $ 52,500 | $ 80,000 | $ 95,000 | ||||||
Issuance of common stock to consultants, shares | 54,000 | 80,000 | 95,000 | ||||||
Minimum [Member] | |||||||||
Common Stock (Textual) | |||||||||
Warrants exercise price | $ 1 | ||||||||
Maximum [Member] | |||||||||
Common Stock (Textual) | |||||||||
Warrants exercise price | $ 2.20 | ||||||||
Ortsbo Inc [Member] | |||||||||
Common Stock (Textual) | |||||||||
Total purchase price of intellectual property assets | $ 16,968,888 | ||||||||
Payments for purchase of intellectual property assets | $ 975,388 | ||||||||
Restricted share issued to purchase intellectual property assets, shares | 31,987,000 | ||||||||
Restricted share issued to purchase intellectual property assets, value | $ 15,993,500 | ||||||||
Shares issued, price per share | $ 0.50 | ||||||||
Business acquisition equity interest issued, number of shares | 12,998,682 | ||||||||
Number of shares reserved but not issued | 18,988,318 | ||||||||
Common Stock [Member] | |||||||||
Common Stock (Textual) | |||||||||
Number of convertible preferred stock converted | 936,000 | ||||||||
Common stock, shares authorized | 400,000,000 | ||||||||
Common stock issued for settlement of debt | $ 80,000 | ||||||||
Common stock issued for settlement of debt, shares | 100,000 | ||||||||
Common stock issued on cashless exercise of equity | $ 37,100 | ||||||||
Common stock issued on cashless exercise of equity, shares | 11,667 |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details) - Preferred Stock [Member] - shares | 9 Months Ended | 12 Months Ended |
Feb. 29, 2016 | May. 31, 2015 | |
Beginning Balance, Number of shares | 201,000 | 201,000 |
Conversion of preferred stock into common stock | (201,000) | (201,000) |
Ending Balance, Number of shares | 201,000 |
Preferred Stock and Warrants 42
Preferred Stock and Warrants (Details 1) - $ / shares | Nov. 05, 2015 | Feb. 04, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | May. 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | Dec. 30, 2015 | Sep. 28, 2015 | Oct. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May. 31, 2013 | Mar. 28, 2013 | Feb. 29, 2016 | May. 31, 2015 | May. 31, 2014 | Apr. 07, 2014 |
Beginning balance, Outstanding | 771,000 | 5,522,666 | 4,786,000 | 771,000 | |||||||||||||||||
Exercised and expired | |||||||||||||||||||||
Exercised Warrants, shares | (70,000) | ||||||||||||||||||||
Exercised Warrants | $ 1 | ||||||||||||||||||||
Ending balance, Outstanding | 771,000 | 28,412,666 | 5,522,666 | 4,786,000 | |||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||
Issued | 800,000 | ||||||||||||||||||||
Exercise Price | $ 1 | ||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||
Series A warrants [Member] | |||||||||||||||||||||
Beginning balance, Outstanding | 11,690,000 | 11,690,000 | |||||||||||||||||||
Issued | 469,000 | 305,000 | 395,000 | ||||||||||||||||||
Ending balance, Outstanding | 11,690,000 | 11,690,000 | |||||||||||||||||||
Exercise Price | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | ||||||||||||||||||
Series B warrants [Member] | |||||||||||||||||||||
Issued | 469,000 | 305,000 | 395,000 | ||||||||||||||||||
Exercise Price | $ 2 | $ 2 | $ 2 | ||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | ||||||||||||||||||
Series C warrants [Member] | |||||||||||||||||||||
Issued | 83,333 | 166,667 | 666,667 | 33,333 | |||||||||||||||||
Exercise Price | $ 2.20 | $ 2.20 | $ 2.20 | $ 2.20 | |||||||||||||||||
Expiration | Sep. 2, 2019 | Jun. 27, 2019 | May 30, 2019 | Apr. 23, 2019 | |||||||||||||||||
Series D warrants [Member] | |||||||||||||||||||||
Issued | 33,333 | 33,333 | |||||||||||||||||||
Exercise Price | $ 2.20 | $ 2.20 | |||||||||||||||||||
Expiration | Oct. 6, 2019 | Oct. 27, 2019 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Issued | 1,700,000 | 70,000 | 165,000 | 20,860,000 | 300,000 | 12,000 | 370,000 | 401,000 | 20,000 | ||||||||||||
Exercised and expired | |||||||||||||||||||||
Exercise Price | $ 1 | $ 0.54 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | $ 0.35 | $ 1.42 | $ 1 | ||||||||||||
Expiration | Feb. 4, 2020 | Jun. 7, 2018 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | |||||||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||||||
Issued | 330,000 | ||||||||||||||||||||
Exercise Price | $ 1.50 | ||||||||||||||||||||
Expiration | May 30, 2019 | ||||||||||||||||||||
Warrant [Member] | Consultant One [Member] | |||||||||||||||||||||
Issued | 5,000 | ||||||||||||||||||||
Exercise Price | $ 1 | ||||||||||||||||||||
Expiration | May 31, 2017 | ||||||||||||||||||||
Warrant [Member] | Board of Directors [Member] | |||||||||||||||||||||
Issued | 300,000 | ||||||||||||||||||||
Exercise Price | $ 1 | ||||||||||||||||||||
Expiration | Aug. 31, 2020 | ||||||||||||||||||||
Warrant [Member] | Consultant Two [Member] | |||||||||||||||||||||
Issued | 100,000 | 15,000 | |||||||||||||||||||
Exercise Price | $ 1 | $ 1.50 | |||||||||||||||||||
Expiration | Oct. 16, 2017 | May 31, 2017 | |||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||
Issued | 1,700,000 | ||||||||||||||||||||
Exercise Price | $ 1 | ||||||||||||||||||||
Expiration | Apr. 7, 2019 |
Preferred Stock and Warrants 43
Preferred Stock and Warrants (Details 2) - USD ($) | Nov. 05, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | May. 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | Dec. 30, 2015 | Sep. 28, 2015 | Oct. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May. 31, 2013 | Mar. 28, 2013 | Feb. 29, 2016 | May. 31, 2015 | May. 31, 2014 | Feb. 04, 2015 |
Issued to Loan Agreement - Credit Line | 28,412,666 | 800,000 | ||||||||||||||||||
Issued to Loan Agreement - Credit Line, Equity Value | $ 6,850,797 | $ 1,495,200 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Issued | 1,700,000 | 165,000 | 20,860,000 | 300,000 | 12,000 | 370,000 | 401,000 | 20,000 | 70,000 | |||||||||||
Equity Value | $ 519,520 | $ 211,670 | $ 1,616,630 | $ 227,100 | $ 3,744 | $ 543,530 | $ 917,087 | $ 3,960 | ||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||||
Issued | 330,000 | |||||||||||||||||||
Equity Value | $ 165,330 | |||||||||||||||||||
Series A warrants [Member] | ||||||||||||||||||||
Issued | 469,000 | 305,000 | 395,000 | |||||||||||||||||
Equity Value | $ 234,969 | $ 224,135 | $ 397,895 | |||||||||||||||||
Series B warrants [Member] | ||||||||||||||||||||
Issued | 469,000 | 305,000 | 395,000 | |||||||||||||||||
Equity Value | ||||||||||||||||||||
Series C warrants [Member] | ||||||||||||||||||||
Issued | 83,333 | 166,667 | 666,667 | 33,333 | ||||||||||||||||
Equity Value | $ 38,584 | $ 187,574 | $ 9,395 | |||||||||||||||||
Series D warrants [Member] | ||||||||||||||||||||
Issued | 33,333 | 33,333 | ||||||||||||||||||
Equity Value | $ 15,567 | $ 15,667 | ||||||||||||||||||
Warrant One [Member] | ||||||||||||||||||||
Issued | 100,000 | |||||||||||||||||||
Equity Value | $ 23,240 |
Preferred Stock and Warrants 44
Preferred Stock and Warrants (Details Textual) - USD ($) | Nov. 05, 2015 | Feb. 04, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | Jun. 27, 2014 | May. 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | Dec. 30, 2015 | Oct. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May. 31, 2013 | Mar. 28, 2013 | Feb. 29, 2016 | Feb. 03, 2015 | May. 31, 2015 | May. 31, 2014 | Nov. 30, 2015 | Sep. 28, 2015 | Jul. 17, 2014 | Apr. 07, 2014 | Jan. 07, 2014 |
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Exercised and expired | |||||||||||||||||||||||||
Interest rate percent | 1.00% | 12.00% | 6.00% | 12.00% | 1.00% | 12.00% | |||||||||||||||||||
Line of Credit Holder [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 1,700,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants exercise price | $ 2.20 | ||||||||||||||||||||||||
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% | 6.00% | |||||||||||||||
Conversion price | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.5 | $ 1.5 | $ 1.50 | $ 1 | ||||||||||||||||||
Convertible debenture par value | $ 100 | $ 1,000 | |||||||||||||||||||||||
Convertible promissory notes, Unit | 125 | 250 | 1,000 | 50 | 469 | 305 | 395 | ||||||||||||||||||
Convertible promissory notes | $ 125,000 | $ 250,000 | $ 1,000,000 | $ 50,000 | |||||||||||||||||||||
Maturity date of convertible promissory note | Oct. 6, 2016 | Sep. 2, 2016 | Jun. 27, 2016 | May 30, 2016 | Apr. 23, 2016 | Oct. 27, 2016 | |||||||||||||||||||
Warrants exercise price | $ 0.15 | ||||||||||||||||||||||||
Exchange of shares for cash | $ 150,000 | ||||||||||||||||||||||||
Exchange of shares for loan | $ 100,000 | ||||||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 800,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Term of warrant | 5 years | 5 years | 5 years | ||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Conversion into common stock, Units | 201,000 | ||||||||||||||||||||||||
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 remaining life of warrant | 4 years 7 months 6 days | 3 years 8 months 12 days | |||||||||||||||||||||||
Number of warrants issued under subscription agreements | 936,000 | 936,000 | 936,000 | ||||||||||||||||||||||
Warrants issued to purchase common stock | 1,700,000 | 70,000 | 165,000 | 20,860,000 | 12,000 | 370,000 | 401,000 | 20,000 | 300,000 | ||||||||||||||||
Warrants exercise price | $ 1 | $ 0.54 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | $ 0.35 | $ 1.42 | $ 1 | ||||||||||||||||
Expiration | Feb. 4, 2020 | Jun. 7, 2018 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | |||||||||||||||||||
Exercised and expired | |||||||||||||||||||||||||
Interest rate percent | 12.00% | ||||||||||||||||||||||||
Warrants, description | Each warrant entitles the holder thereof to purchase shares of common stock for a purchase price of $0.01 per share for up to a maximum of 10 shares for every $1 of subscription. These shares will vest in increments of 1/3 with the first 1/3 being vested on December 29, 2016, second increment of 1/3 on December 29, 2017, and last 1/3 on December 29, 2018. | ||||||||||||||||||||||||
Warrant [Member] | Consulting Firms One [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 200,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1.50 | ||||||||||||||||||||||||
Expiration | May 30, 2019 | ||||||||||||||||||||||||
Warrant [Member] | Consulting Firms Two [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 100,000 | 130,000 | |||||||||||||||||||||||
Warrants exercise price | $ 1 | $ 1.50 | |||||||||||||||||||||||
Expiration | Oct. 16, 2017 | May 30, 2019 | |||||||||||||||||||||||
Warrant [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 300,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 330,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1.50 | ||||||||||||||||||||||||
Expiration | May 30, 2019 | ||||||||||||||||||||||||
Warrant [Member] | Consultant One [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 5,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||||
Expiration | May 31, 2017 | ||||||||||||||||||||||||
Warrant [Member] | Consultant Two [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 100,000 | 15,000 | |||||||||||||||||||||||
Warrants exercise price | $ 1 | $ 1.50 | |||||||||||||||||||||||
Expiration | Oct. 16, 2017 | May 31, 2017 | |||||||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Warrants issued to purchase common stock | 1,700,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||||||
Series A warrants [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Term of warrant | 5 years | ||||||||||||||||||||||||
Warrant to purchase of common stock | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||
Warrants issued to purchase common stock | 469,000 | 305,000 | 395,000 | ||||||||||||||||||||||
Warrants exercise price | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||
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 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||
Warrants issued to purchase common stock | 469,000 | 305,000 | 395,000 | ||||||||||||||||||||||
Warrants exercise price | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||||
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% | |||||||||||||||||||||||
Conversion price | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Convertible debenture par value | $ 100 | $ 100 | |||||||||||||||||||||||
Maturity date of convertible promissory note | Jun. 27, 2019 | May 30, 2016 | Apr. 23, 2016 | ||||||||||||||||||||||
Warrants issued to purchase common stock | 83,333 | 166,667 | 666,667 | 33,333 | |||||||||||||||||||||
Warrants exercise price | $ 2.20 | $ 2.20 | $ 2.20 | $ 2.20 | |||||||||||||||||||||
Expiration | Sep. 2, 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 | May 30, 2019 | Apr. 23, 2019 | |||||||||||||||||||||
Series D warrants [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | |||||||||||||||||||||||
Conversion price | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Convertible debenture par value | $ 100 | $ 100 | |||||||||||||||||||||||
Maturity date of convertible promissory note | Oct. 6, 2016 | Oct. 27, 2016 | |||||||||||||||||||||||
Warrants issued to purchase common stock | 33,333 | 33,333 | |||||||||||||||||||||||
Warrants exercise price | $ 2.20 | $ 2.20 | |||||||||||||||||||||||
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 | 50 | 25 | 125 | 50 | |||||||||||||||||||||
Convertible promissory notes | $ 5,000 | $ 50,000 | |||||||||||||||||||||||
Issuance of unit two [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||||
Convertible promissory notes, Unit | 75 | 125 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - Shares Issuable Under Warrants [Member] | 9 Months Ended | 12 Months Ended |
Feb. 29, 2016USD ($)PreferredStockshares | May. 31, 2015USD ($)PreferredStockshares | |
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 | 1,716,000 | 771,000 |
Issued June 7, 2013, Value | $ 1,146,915 | |
Issued June 7, 2013, Units | PreferredStock | 165,000 | |
Issued November 15, 2013, Value | $ 9,636 | |
Issued November 15, 2013, Units | PreferredStock | 12,000 | |
Series A warrants issued on January 29, 2014, Value | $ 161,950 | |
Series A warrants issued on January 29, 2014,Units | PreferredStock | 395,000 | |
Series A warrants issued on February 27, 2014, Value | $ 125,050 | |
Series A warrants issued on February 27, 2014, Units | PreferredStock | 305,000 | |
Series A warrants issued on April 1, 2014, Value | $ 776,664 | |
Series A warrants issued on April 1, 2014, Units | PreferredStock | 469,000 | |
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 9 and 10) | $ (1,851,090) | $ (917,087) |
Warrants reclassified to equity (price protection expiry and authorized share limit increase Notes 9 and 10), Units | PreferredStock | (1,716,000) | (401,000) |
Warrants exercised or expired, Value | ||
Warrants exercised or expired, Units | shares | ||
Decrease in fair value of derivative warrant liability, Value | $ (680,192) | $ (2,822,124) |
Decrease in fair value of derivative warrant liability, Units | PreferredStock | ||
Ending balance, Value | $ 2,531,282 | |
Ending balance, No of units | PreferredStock | 1,716,000 |
Warrant Liabilities (Details Te
Warrant Liabilities (Details Textual) - USD ($) | 9 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Warrant [Member] | ||
Warrant Liabilities [Line Items] | ||
Recognized gain | $ 1,081,984 |
Employee Benefit and Incentiv47
Employee Benefit and Incentive Plans (Details) | 9 Months Ended |
Feb. 29, 2016$ / sharesshares | |
Option Indexed to Issuer's Equity [Line Items] | |
Beginning Balance, Weighted Average Exercise Price Per share | $ 1 |
Ending Balance, Weighted Average Exercise Price Per share | $ 1 |
Stock Options [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Beginning Balance, Number of shares | shares | 1,804,500 |
Exercises, Number of shares | shares | |
Cancelled, forfeited or expired, Number of shares | shares | 114,500 |
Ending Balance, Number of shares | shares | 1,690,000 |
Options exercisable, Number of shares | shares | 1,066,667 |
Fair value of options vested, Number of shares | shares | 907,200 |
Beginning Balance, Weighted Average Exercise Price Per share | $ 1 |
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 | $ 1 |
Options exercisable, Weighted Average Exercise Price Per share | $ 1 |
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee Benefit and Incentiv48
Employee Benefit and Incentive Plans (Details 1) - $ / shares | Mar. 01, 2015 | Aug. 14, 2014 | Feb. 29, 2016 | May. 31, 2015 | Mar. 02, 2015 |
Fair value of options granted : | |||||
Stock price | $ 1 | $ 0.60 | |||
Exercise price | 1 | $ 1 | $ 1 | $ 1 | |
Weighted-average fair value of options granted | $ 0.50 | $ 0.90 | |||
Dividend | |||||
Stock Options [Member] | |||||
Fair value of options granted : | |||||
Total number of shares issued under options | 1,047,000 | 757,500 | |||
Two Year Option [Member] | |||||
Fair value of options granted : | |||||
Time to expiration - days | 730 days | 730 days | |||
Risk free interest rate | 0.66% | 0.42% | |||
All Options [Member] | |||||
Fair value of 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 options granted : | |||||
Time to expiration - days | 1826 days | 1826 days | |||
Risk free interest rate | 1.57% | 1.58% |
Employee Benefit and Incentiv49
Employee Benefit and Incentive Plans (Details Textual) - USD ($) | Mar. 01, 2015 | Aug. 14, 2014 | Feb. 29, 2016 | Aug. 21, 2015 | May. 31, 2015 | Mar. 02, 2015 |
Employee benefit and incentive plans (textual) | ||||||
Vested weighted-average remaining contractual term | 2 years 10 months 24 days | |||||
Unvested options expected shares | 623,333 | |||||
Weighted Average Exercise Price Per share, Outstanding | $ 1 | $ 1 | $ 1 | $ 1 | ||
Unvested weighted average remaining term | 1 year 9 months | |||||
Unearned stock based compensation | $ 426,756 | |||||
Weighted average period | 2 months 12 days | |||||
Increase in number of options | 25,000,000 | |||||
Stock Options [Member] | ||||||
Employee benefit and incentive plans (textual) | ||||||
Weighted Average Exercise Price Per share, Outstanding | $ 1 | $ 1 | ||||
Employee benefit plans non vested and vested ,description | 520,000 of the stock options granted on March 2, 2015 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 50,000 vest 1/2 immediately and 1/2 after one year. | 710,000 of the stock options granted on August 14, 2014 vest 1/3 immediately, 1/3 after one year and 1/3 after two years. 15,000 options vest contingent on revenue targets, and 15,000 options have vested on April 1, 2015. | ||||
Stock options granted | 520,000 | 710,000 |
Related Party Balances and Tr50
Related Party Balances and Transactions (Details) - USD ($) | Sep. 15, 2015 | Mar. 28, 2013 | Dec. 30, 2015 | Oct. 23, 2013 | Feb. 29, 2016 | Feb. 28, 2015 | May. 31, 2015 | Apr. 28, 2014 |
Related Party Transaction [Line Items] | ||||||||
Percentage of technology services agreement | 30.00% | |||||||
Ownership percentage description | As of that date, 52.1% as at February 29, 2016, 32% once remaining shares are issued from acquisition of Ortsbo IP | |||||||
Common stock issued for services, value | $ 307,967 | |||||||
Related party liability | $ 66,787 | $ 468,766 | ||||||
Related party expenses | $ 128,229 | $ 725,779 | ||||||
Convertible secured debentures issued | ||||||||
Former Debt [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares issue | 4,686,182 | |||||||
Convertible secured debentures [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible secured debentures issued | $ 2,086,000 | |||||||
Director [Member] | Convertible secured debentures [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible secured debentures issued | $ 1,075,000 | |||||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exchange of common stock shares | 1,333,333 | |||||||
Intertainment Media Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exchange of common stock shares | 7,000,000 | |||||||
Ownership percentage of Company | 70.00% | |||||||
Intertainment Media Inc [Member] | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for services, shares | 166,667 | |||||||
Common stock issued for services, value | $ 133,333 | |||||||
Ortsbo Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock shares | 31,987,000 | |||||||
Business acquisition equity interest issued, number of shares | 12,998,682 | |||||||
Number of common stock shares issue | 8,312,500 | |||||||
Stock issued during period acquisitions value | $ 1,806,608 | |||||||
Secured Debt | $ 975,388 | |||||||
Restricted share issued to purchase intellectual property assets, shares | 32,000,000 | 1,500,000 | ||||||
Value of the intangible assets acquired | $ 5,421,068 | |||||||
Fair value for acquisition of Intellectual property | $ 16,968,888 | |||||||
Ortsbo Inc [Member] | Former Holder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock shares | 1,300,818 | |||||||
Winterberry [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock shares | 17,687,500 |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Feb. 29, 2016USD ($)$ / sharesshares | |
Subsequent events (textual) | |
Term of option vesting | 2 years 10 months 24 days |
Board of Directors [Member] | |
Subsequent events (textual) | |
Stock options granted | shares | 4,000,000 |
Employees and Consultants [Member] | |
Subsequent events (textual) | |
Stock options granted | shares | 8,775,000 |
Exercise price of granted | $ 0.25 |
Option outstanding term | 5 years |
Term of option vesting | 3 years |
Employees [Member] | |
Subsequent events (textual) | |
Exercise price of granted | $ 0.25 |
Repriced option shares | shares | 1,230,000 |
Original exercise price | $ 1 |
Private placement units[Member] | |
Subsequent events (textual) | |
Advance towards closure of tranche | $ | $ 250,000 |
Common stock of warrant exercise price | $ 0.25 |