Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2016 | Aug. 18, 2016 | Nov. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | YAPPN CORP. | ||
Entity Central Index Key | 1,511,735 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,886,199 | ||
Entity Common Stock, Shares Outstanding | 30,081,163 |
Consolidated Balance Sheets
Consolidated Balance Sheets | May 31, 2016USD ($) | May 31, 2015USD ($) |
Current assets: | ||
Cash | $ 448,575 | $ 19,496 |
Accounts receivable | 29,244 | 1,444,009 |
Note receivable | 1,123,289 | |
Prepaid expenses | 113,262 | 6,068 |
Total current assets | 1,714,370 | 1,469,573 |
Equipment, net | 14,632 | 1,250 |
Intangible assets | 4,676,221 | |
Total Assets | 6,405,223 | 1,470,823 |
Current liabilities: | ||
Accounts payable | 533,030 | 340,041 |
Accrued expenses | 1,417,265 | 543,535 |
Accrued development and related expenses - related party | 16,654 | 468,766 |
Short term loans | 284,451 | 791,928 |
Line of credit | 2,167,025 | |
Deferred revenue | 12,500 | |
Convertible promissory notes and debentures | 2,454,824 | 3,477,825 |
Total current liabilities | 4,706,224 | 7,801,620 |
Other liabilities: | ||
Long term secured debentures | 4,550,388 | |
Convertible secured debentures | 375,279 | |
Convertible promissory notes and debentures | 312,486 | |
Total Liabilities | 9,631,891 | 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; 30,081,163 issued and outstanding (May 31, 2015 - 13,422,814) | 15,100 | 13,423 |
Common stock, par value $.0001 per share, 20,308,890 shares subscribed not issued (May 31, 2015 - 99,344) | 3,068,945 | 124,567 |
Additional paid-in capital | 15,353,712 | 7,981,579 |
Deficit | (21,664,425) | (14,762,852) |
Total Stockholders' Deficit | (3,226,668) | (6,643,283) |
Total Liabilities And Stockholders' Deficit | $ 6,405,223 | $ 1,470,823 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 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 | 30,081,163 | 13,422,814 |
Common stock, shares outstanding | 30,081,163 | 13,422,814 |
Common stock, par value of shares subscribed not issued | $ 0.0001 | $ 0.0001 |
Common stock, shares subscribed not issued, shares | 20,308,890 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 981,960 | $ 1,521,984 |
Cost of revenue | 173,254 | 316,907 |
Gross profit | 808,706 | 1,205,077 |
Operating expenses: | ||
Marketing | 236,083 | 1,099,054 |
Research and development expenses | 407,547 | 671,312 |
General and administrative expenses | 1,637,039 | 1,394,474 |
Professional fees | 477,883 | 293,373 |
Consulting | 1,392,165 | 745,719 |
Depreciation | 409 | 231 |
Amortization | 747,830 | |
Stock-based compensation | 1,164,887 | 982,624 |
Total operating expenses | 6,063,843 | 5,186,787 |
Loss from operations | (5,255,137) | (3,981,710) |
Other expense (income): | ||
Interest expense | 894,467 | 367,895 |
Financing expense on issuance of convertible promissory notes and common stock | 632,250 | 1,128,257 |
Change in fair value of derivative liabilities and convertible promissory notes | (209,995) | (691,743) |
Payment fees on variable notes | 306,140 | 50,984 |
Miscellaneous expense (income) | 23,574 | (212,359) |
Total other expense | 1,646,436 | 643,034 |
Net loss before income taxes | (6,901,573) | (4,624,744) |
Provision for income taxes | ||
Net loss and comprehensive loss for the year | $ (6,901,573) | $ (4,624,744) |
Net loss per weighted-average shares of common stock - basic | $ (0.32) | $ (0.36) |
Net loss per weighted-average shares of common stock - diluted | $ (0.32) | $ (0.36) |
Weighted-average number of shares of common stock issued and outstanding - basic | 21,299,698 | 12,950,438 |
Weighted-average number of shares of common stock issued and outstanding - diluted | 21,299,698 | 12,950,438 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity Deficit - 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 | ||||
Warrants associated with a convertible debt | 37,100 | 37,100 | ||||
Issuance of warrants classified as equity | 3,960 | 3,960 | ||||
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 | |||||
Warrants associated with a secured convertible debenture | ||||||
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 | 1,164,887 | 1,164,887 | ||||
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 | 1,279,846 | 1,279,846 | ||||
Warrants associated with a secured convertible debenture | 1,700,052 | 1,700,052 | ||||
Common stock associated with common stock and warrants financing | 568,926 | $ 365 | 568,561 | |||
Common stock associated with common stock and warrants financing, shares | 3,648,000 | |||||
Warrants associated with common stock and warrant financing | 343,074 | 343,074 | ||||
Shares to be issued on conversion of debt | 305,307 | $ 305,307 | ||||
Shares to be issued on conversion of debt, shares | 1,221,228 | |||||
Beneficial conversion feature | 510,417 | 510,417 | ||||
Net loss | (6,901,573) | (6,901,573) | ||||
Ending Balance at May. 31, 2016 | $ (3,226,668) | $ 15,100 | $ 3,068,945 | $ 15,353,712 | $ (21,664,425) | |
Ending Balance, Shares at May. 31, 2016 | 30,081,163 | 20,308,890 |
Interim Condensed Consolidated
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net loss and comprehensive loss | $ (6,901,573) | $ (4,624,744) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 409 | 231 |
Amortization | 747,830 | |
Stock-based compensation | 1,164,887 | 982,624 |
Change in fair value of derivative liabilities and convertible promissory notes | (209,995) | (691,743) |
Financing expense on issuance of convertible promissory notes, and common stock | 632,250 | 1,128,257 |
Stock issuance for consulting services and licensing rights | 307,967 | |
Debenture issuance for consulting services | 200,000 | |
Warrants issued for consulting services | 721,200 | |
Unrealized foreign exchange and vendor settlements | 63,847 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,414,765 | (1,444,009) |
Note receivable | (1,123,289) | |
Prepaid expenses | (107,194) | (2,758) |
Accounts payable and accrued liabilities | 1,066,719 | 298,359 |
Accrued development and related expense - related party | (452,112) | 323,450 |
Deferred revenue | (12,500) | 12,500 |
Net Cash Used in Operating Activities | (2,794,756) | (3,709,866) |
Cash Flows From Investing Activities: | ||
Capital expenditures | (13,785) | (1,593) |
Expenditure on patents | (21,506) | |
Net Cash Used in Investing Activities | (35,291) | (1,593) |
Cash Flows From Financing Activities: | ||
Proceeds from convertible promissory notes and debentures | 90,750 | 1,135,857 |
Repayment of convertible promissory notes and debentures | (883,564) | (204,093) |
(Repayment)/Proceeds from line of credit, net | (1,092,025) | 1,367,025 |
Proceeds from secured debentures | 2,096,652 | |
Repayments of short term loans | (175,155) | (373,678) |
Proceeds from short term loans | 100,000 | 817,152 |
Proceeds from secured convertible debentures | 2,210,468 | |
Proceeds from common stock private placement | 912,000 | |
Net Cash Provided by Financing Activities | 3,259,126 | 2,742,263 |
Net increase/(decrease) in cash | 429,079 | (969,196) |
Cash, beginning of year | 19,496 | 988,692 |
Cash, end of year | 448,575 | 19,496 |
Non Cash Investing and Financing Activities Information: | ||
Common stock issued on exercise of warrants | 37,100 | |
Common stock issued for consulting services | 307,967 | |
Common stock issued for prior obligations | 124,567 | |
Conversion of short term loan and line of credit into secured debentures | 589,773 | 100,000 |
Common stock issued for acquisition of technology | 1,806,608 | |
Common stock to be issued for acquisition of technology | 2,639,071 | |
Reclassifications of derivative liabilities to additional paid in capital | 1,851,089 | |
Common stock issued for fiscal 2016 private placement | 568,561 | |
Common stock to be issued for fiscal 2016 private placement | 305,307 | |
Cash paid during the year for interest | $ 77,941 | $ 188,994 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 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 (subsidiary of Intertainment Media Inc.) intellectual property. As a result of the acquisition, Intertainment Media Inc.’s ownership was reduced to 37%. The accompanying consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. Cash and Cash Equivalents For purposes of reporting within the consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Intangible Assets Intangible assets consist of acquired technology, and patents, acquired from a related party and were accordingly recorded at the cost as recorded in the records of the related party at the time of acquisition (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 to determine whether events and circumstances warrant a revision to the remaining period of amortization. Intagible Asset Impairment The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at May 31, 2016. Revenue Recognition The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured. All of the Company’s current revenues are classified as services. Services are billed on a time and materials basis and are recognized as revenue as services are rendered at the time of billing which is typically a bi-weekly or monthly basis. Cost of Revenue The cost of revenue consists primarily of expenses associated with the delivery and distribution of services. These include expenses related to the operation of data centers, salaries, benefits and customer project based costs for certain personnel in the Company’s operations. Marketing, Advertising and Promotion Costs Advertising and marketing costs are expensed as incurred and totaled $236,083 and $1,099,054 for the years ended May 31, 2016 and May 31, 2015. Loss per Common Share Basic loss per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of May 31, 2016, the Company had outstanding five year warrants to purchase an additional 39,055,346 shares of common stock (Note 10) at a per share exercise price ranging from $0.01 to $2.20, 10,390,000 stock options (Note 12) with an exercise price ranging from $0.25 to $1.00, and convertible notes and debentures that are convertible into 11,567,539 shares of common stock at the option of the holder based on the value of the debt host at the time of conversion with exercise prices ranging from $0.25 to $1.50. All of these issuances have a dilutive effect on earnings per share when the Company has net income for the period. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Tax”. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the consolidated statements of operations and comprehensive loss. There have been no penalties or interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2016 and May 31, 2015. Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The Company follows FASB (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The convertible promissory notes and debentures (Note 7) are classified as Level 2 financial liabilities. As of May 31, 2016 and May 31, 2015, the carrying value of accounts receivable, note receivable, accounts payable, accrued expenses, short term loans, accrued development and related expenses and line of credit approximated fair value due to the short-term nature of these instruments. Fair Value of Derivative Instruments, and Warrants The Company issued other five year warrants as part of subscription agreements that included convertible promissory notes, debentures and line of credit, some of which had price protection provisions that expired after twelve months. Upon expiration of the price protection, the instruments were treated as equity instruments. In the event the Company has exceeded its authorized number of common stock issuable on a diluted basis, the Company applies the earliest issuance date sequencing approach to determine which derivatives recorded in additional paid in capital, require reclassification to financial liabilities. Under the earliest issuance date sequencing approach, the financial instruments recorded in equity that have stock issuable in common stock (excluding stock options) earlier than the date of the breach of the authorized stock limit continue to be classified as a component of additional paid in capital. All derivatives that are issuable into common stock (other than stock options) issued subsequent to the breach of the authorized stock limit on a diluted basis, are recorded as financial liabilities. Upon a rectification of the breach of the authorized stock limit, those instruments that would otherwise be recorded as component of additional paid in capital, will be reclassified to additional paid in capital. When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the consolidated statements of operations and comprehensive loss. Hybrid Financial Instruments The Company elected to apply the fair value option to account for certain hybrid financial instruments. The Company made an irrevocable election to measure hybrid financial instruments including convertible promissory notes and debentures at fair value in their entirety, with changes in fair value recognized in earnings at each balance sheet date. The election may be made on an instrument by instrument basis. Fair Value of Convertible Promissory Notes and Debentures The Company has issued convertible promissory notes and debentures that are convertible into common stock, at the option of the holder, at conversion prices based on the trading price per share over a period of time. As a result of the variability in the amount of common stock to be issued, these instruments are reflected at fair value. These instruments are measured at the greater of the present value of the note discounted at market rates or using a binomial lattice valuation methodology and are included in the consolidated balance sheets under the caption “convertible promissory notes and debentures”. Any unrealized and realized gains and losses related to the convertible promissory notes are recorded based on the changes in the fair values and are reflected as change in fair value of derivative liabilities and convertible promissory notes on the consolidated statements of operations and comprehensive loss. Estimates The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. The Company’s significant estimates include the fair value of financial instruments including the underlying assumptions to estimate the fair value of derivative financial instruments and convertible promissory notes and the valuation allowance of deferred tax assets. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly. These significant accounting estimates bear the risk of change due to the fact that there are uncertainties attached to those estimates and certain estimates are difficult to measure or value. Reclassifications Certain amounts in the prior year presented have been reclassified to conform to the current year classification. These reclassifications have no effect on the previously reported net loss. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 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 has determined there is no material impact to the accounting treatment of its hybrid financial instruments based on this new standard. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has incurred a deficit of $21,664,425 through May 31, 2016. As of May 31, 2016, the Company had a working capital deficit of $2,991,854. During the year ended May 31, 2016, net cash used in operating activities was $2,794,756. 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 the Company business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. The Company has realized limited revenues to cover its operating costs. As such, the Company has incurred an operating loss since inception. This and other factors raise substantial doubt about their ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet their obligations, to obtain additional financing as may be required, and ultimately to attain profitability. The consolidated 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 year ended May 31, 2016, the Company raised $3,259,126 through various financial instruments, net of repayments. Subsequent to the year ended May 31, 2016, the Company raised $100,000 in cash proceeds (Note 15). 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 materially 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 an
Concentration of Credit Risk and Accounts and Note Receivable | 12 Months Ended |
May 31, 2016 | |
Concentration of Credit Risk and Accounts and Note Receivable [Abstract] | |
Concentration of Credit Risk and Accounts and Note Receivable | 3. Concentration of Credit Risk and Accounts and Note Receivable All of the Company’s revenues are attributed to a small number of customers. One customer comprises 97% of the combined note and account receivable balance as at May 31, 2016 and 83% of the revenue recorded for the year ended May 31, 2016. One customer comprises 90% of the accounts receivable as at May 31, 2015 and 90% of the revenue recorded for the year ended May 31, 2015. The Company billed its largest customer $1,615,125 for the year ended May 31, 2016, $802,592 has not been recorded as part of the note receivable or revenue in the Company’s consolidated financial statements. 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 for Digital Widget Factory (Belize) (“DWF”) has not been met until reasonable assurance over collectability has been established. Effective February 29, 2016, DWF sold the technology platform, partially developed by Yappn, in conjunction with DWF’s principals, to Intelligent Content Enterprises Inc. (“ICE”) in exchange for shares of ICE. As part of the transaction, DWF received ownership and rights to 24 million common shares of ICE for a large minority shareholder position of ICE. During the fourth quarter, the Company executed a promissory note from DWF, for the outstanding value of the billings of $2,125,000 (of which $1,123,289 is recorded as a note receivable at year end and was previously recognized in revenue and a trade receivable). The promissory note is secured by DWF’s ICE stock holdings in the amount of 2,250,000 restricted common shares, which at the market value at the time of execution significantly exceeded the value of the promissory note. The note receivable includes monthly payments of differing amounts with the final payment scheduled by November 30, 2016. Additionally, the Company received stock options for the purchase of shares of common stock of ICE from DWF. The first option entitles Yappn to subscribe for purchase from DWF up to 1,000,000 fully paid and nonassessable shares of ICE’s common stock at a purchase price of $0.55 per share exercisable until $987,500 remains outstanding on the note receivable, of which the price of the option is offset against $550,000 of the remaining note receivable. DWF can elect to buy out the option at any time at a price of $0.75 per each underlying share of the option agreement. For each missed payment (not the remedy period per the promissory note, but any payment not made on the exact due date), the buyout price will increase by $0.05 per underlying share for each payment date missed starting with the payment due on June 30, 2016 per promissory note. The second option entitles Yappn to subscribe for purchase from DWF up to 1,250,000 fully paid and nonassessable shares of ICE’s common stock at a purchase price of $0.35 per share until $437,500 is remaining on the note receivable. DWF can elect to buy out the option at any time at a price of $0.50 per each underlying share of the option agreement. For each missed payment (not the remedy period per the promissory note, but any payment not made on the exact due date), the buyout price will increase by $0.05 per underlying share for each payment date missed starting with the payment due on June 30, 2016 per promissory note. The value of these options is not recognized in the consolidated financial statements, as the maximum value recorded is limited to what has previously been recorded as revenue as at May 31, 2016. |
Acquisition of Intellectual Pro
Acquisition of Intellectual Property (and Reverse Split) | 12 Months Ended |
May 31, 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 May 31, 2016. As of the filing date, these aforementioned shares remain to be issued at the request of the holders. 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. The Company amortized $747,830 during the year ended May 31, 2016 and has a recorded value of $4,676,221 as at May 31, 2016. 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 retrospectively reflected in these financial statements. |
Short Term Loans
Short Term Loans | 12 Months Ended |
May 31, 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 $239,720) with a private investor. The loan had a maturity of July 10, 2014 with an interest rate of 1% per month. The Company repaid $46,025 (Canadian $50,000) in fiscal 2015 and $37,214 (Canadian $50,905) during the year ended May 31, 2016. As at May 31, 2016, the loan had a value of $105,885 ($138,815 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 $142,506 (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 May 31, 2016 an amount of $21,358 ($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 year ended May 31, 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 and nil during the year ended May 31, 2016. As of May 31, 2016, the value of the remaining balance of the loan was $57,208 (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 and June 19, 2015, the Company received $497,728 ($596,000 Canadian) from intended subscribers for secured debentures, which closed on July 15, 2015. The Company treated these as a short term loans 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 secured 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 year ended May 31, 2016, the Company received $1,201,000 from intended subscribers of a secured debenture financing closed on December 30, 2015 and $170,468 from a director that closed on May 1, 2016. The Company treated these as short term loans 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 secured convertible debenture (Note 8). During the fourth quarter of fiscal 2016, the Company received $100,000 from a director as an intended subscription in anticipation of a third closing of a private placement of units consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 13, 15). 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 during the first quarter - - 369,607 369,607 Borrowing during the third quarter - - 16,098 16,098 Borrowing during the fourth quarter - - 814,192 814,192 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 during the first quarter - - 328,265 328,265 Borrowing during the second quarter - - 1,201,000 1,201,000 Borrowing during the third quarter - - 170,468 170,468 Borrowing during the fourth quarter - - 100,000 100,000 Fair value adjustments (9,446 ) (1,155 ) (22,822 ) (33,423 ) Conversions - - (1,832,768 ) (1,832,768 ) Repayments (37,214 ) - (403,805 ) (441,019 ) Fair value at May 31, 2016 $ 105,885 $ 21,358 $ 157,208 $ 284,451 |
Line of Credit and Secured Debe
Line of Credit and Secured Debentures | 12 Months Ended |
May 31, 2016 | |
Line of Credit and Secured Debentures [Abstract] | |
Line of Credit and Secured Debentures | 6. Line of Credit and Secured Debentures On April 7, 2014, the Company finalized its line of credit arrangement whereby the Company could borrow up to $3,000,000 from a third party lender. The loan agreement was for an initial two year term subject to the lender’s right to demand repayment of the outstanding balance. It carried 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 vested until the 800,000 warrants were vested (Note 10). The Company’s shares of common stock that were 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 and converted $2,000,000 to secured debentures. The facility is no longer available to the Company and the outstanding obligation was $nil at May 31, 2016. Yappn closed the first tranche of secured debentures in the amount of $4.5 million. 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. 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 $975,388 that was immediately subscribed to a second tranche of secured debentures. The secured debentures balance as at May 31, 2016, was $4,550,388 (Note 13). |
Convertible Promissory Notes an
Convertible Promissory Notes and Debentures | 12 Months Ended |
May 31, 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 May 31, 2016, and the commitment dates. The following is a summary of the convertible promissory notes and debentures as of May 31, 2016 and 2015: Principal amounts: JMJ Financial Notes Convertible Debentures Other Notes 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 May 31, 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 - 768,991 (1,132,904 ) (363,913 ) Conversions to common share issuance obligation - (260,000 ) - (260,000 ) Repayments (cash) - - (883,564 ) (883,564 ) Convertible notes and debt at fair value at May 31, 2016 $ - $ 2,454,824 $ - $ 2,454,824 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 May 31, 2016 Current - 2,454,824 - 2,454,824 $ - $ 2,454,824 $ - $ 2,454,824 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 $1.00, 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. (Note 10). 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. 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. 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. 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. 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, February 27, 2016, and April 1, 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 either extension terms or conversion into common shares as the Company does not currently have the ability to repay these debtholders in cash. $260,000 in principal value of debenture holders have agreed to accept an offer for additional investment which also carried with it an agreement to convert their debenture into common stock at a price of $0.25 per share and a repricing of previously issued warrants to a $0.25 exercise price per common share (Note 10). The following table summarizes the fair values of Convertible Debentures with Series A and B Warrants and the respective inputs to determine fair values at the commitment date and the year-end dates. Accounting allocation of initial proceeds: January 29, 2014 February 27, 2014 April 1, 2014 Gross proceeds $ 395,000 $ 305,000 $ 469,000 Fair value of the convertible promissory notes (320,787 ) (247,696 ) (665,511 ) Derivative warrant liability fair value – Series A (Note 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 May 31, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days - - - 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 During the fourth quarter of fiscal 2014 the Company authorized and issued 1,050 Units for $1,050,000 to private 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 price protection clause on any conversion feature issued after the issuance date that mature in 2 years; and (ii) a warrant entitling the holder thereof to purchase 700,000 shares of common stock (Series C Warrant) at a purchase price of $2.20 per share that expires in 5 years (Note 10). In the first and second quarter of fiscal 2015, the Company authorized and issued 7 issuances for 125, 125, 25, 75, 25, 50, and 50 Units. This total authorized and issuance of 475 Units, at a value of $475,000, was to seven independent accredited investors in exchange for $300,000 in cash and release of $90,777 (Canadian $100,000) in the loan originated on January 7, 2014 as described in Note 5 and $50,000 in settlement of 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 per share that matures in five years; and (ii) a warrant entitling the holder thereof to purchase 316,666 shares of common stock (Series D Warrant) at a purchase price of $2.20 per share that expires in five years (Note 10). 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 year-end dates. Accounting allocation of initial proceeds: Fourth First Second Gross proceeds $ 1,050,000 $ 250,000 $ 225,000 Fair value of the convertible debentures (852,726 ) (254,167 ) (182,720 ) Fair value of liability warrants - - (152,951 ) Fair value of equity warrants (197,274 ) - - Financing expense on the issuance of derivative instruments $ - $ 4,167 $ 110,671 Key inputs to determine the fair value at the commitment date: Stock price $ 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 May 31, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days - 27 94-149 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 | 12 Months Ended |
May 31, 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 originally for $2,086,000 ($1,075,000 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 (Note 10). 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 initially anticipated subscription receipts for, however funds were not received; therefore $46,000 of the subscription receivable was deducted from debentures in the fourth quarter of fiscal 2016. 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 $459,020 for the debentures and the binomial model resulted in a value for warrants for $1,580,980. The assumptions used for the binomial model are: Volatility 177%, 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 $459,020. The resulting fair value of the debt is $nil, with $1,580,980 allocated to equity warrants (Note 10) and $459,020 to the beneficial conversion feature, both which are recorded as components of additional paid in capital. On May 1, 2016, the Company closed a secured debenture and warrant financing through conversion of a short term loan of $170,468 from a director of the Company that was otherwise payable on demand in cash. The offering of units was 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 (Note 10). The units were sold at $1.00 per unit. Values were allocated for this private placement between debt, equity warrants, and the beneficial conversion feature similar to the secured debenture and warrant financing of $2,040,000 closed in the third quarter (see above). The value of the interest and principal payments of the debentures resulted in a value of $51,396 for the debentures and the binomial model resulted in a value for warrants for $119,072. The assumptions used for the binomial model are: Volatility 180%, expected life of five years, risk free interest rate of 1.28%, 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 $51,396. The resulting fair value of the debt is $nil, with $119,072 allocated to equity warrants (Note 10) and $51,396 to the beneficial conversion feature, both which are recorded as components of additional paid in capital. 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, May 1, Total Gross proceeds $ 2,040,000 $ 170,468 $ 2,210,468 Fair value of the convertible secured debt - - - Fair value of equity warrants (Note 10) (1,580,980 ) (119,072 ) (1,700,052 ) Beneficial conversion feature (459,020 ) (51,396 ) (510,416 ) Convertible secured debt at fair value at the commitment date, issued during 2016 $ - $ - $ - Change in fair value (from commitment date) 170,932 4,347 175,279 Repayments (cash) - - - Convertible secured debenture at fair value at May 31, 2016 $ 170,932 $ 4,347 $ 175,279 On May 1, 2016, the Company completed another secured debenture financing with a consultant in settlement of $200,000 in obligations with similar terms as the above private placement with no warrant financing, 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 (Note 13). The $200,000 debenture was accounted for as a single debt instrument. |
Common Stock
Common Stock | 12 Months Ended |
May 31, 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. 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). During fiscal 2015, the Company issued 329,000 shares of common stock to consultants and vendors at a value of $307,967. 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). 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), 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. During the second quarter, 12,998,682 shares were issued at a value of $1,806,609 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 shares at a value of $2,639,071 remain reserved but not issued (Note 4). On April 18, 2016 the Company issued 1,008,000 shares of common stock for $252,000 cash received against the first tranche of a private placement of units consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 10). These warrants will vest in increments of thirds with the first 1/3 being vested on April 17, 2017, second increment of 1/3 on April 17, 2018, and last 1/3 on April 17, 2019. Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $157,046 and $94,854 respectively. The assumptions used for valuation were: Volatility 180%, expected life of five years, risk free interest rate of 1.24%, and dividend rate of 0%. On May 17, 2016 the Company issued 2,640,000 shares of common stock for $660,000 cash received against the second tranche of a private placement of units consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 10). 1,200,000 of the shares from the second tranche for $300,000 were issued to two members of the board of directors (Note 13). These warrants will vest in increments of thirds with the first 1/3 being vested on May 16, 2017, second increment of 1/3 on May 16, 2018, and last 1/3 on May 16, 2019. Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $411,515 and $248,221 respectively. The assumptions used for valuation were: Volatility 179%, expected life of five years, risk free interest rate of 1.29%, and dividend rate of 0%. 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 at 99,344 in the amount of $124,567. These shares have not been issued as of May 31, 2016. |
Preferred Stock and Warrants
Preferred Stock and Warrants | 12 Months Ended |
May 31, 2016 | |
Preferred Stock and Warrants [Abstract] | |
Preferred Stock and Warrants | 10. Preferred Stock and Warrants Series A Preferred Stock and attached warrants 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 years ended May 31, 2016 and May 31, 2015: 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 May 31, 2016 - The 201,000 preferred shares were exchanged into common shares on February 3, 2015 at a conversion value of $201,000. 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. Warrants The following is a summary of warrants issued, exercised and expired through May 31, 2016: Shares Issuable Under Warrants Equity Value Exercise Price Expiration Outstanding as of May 31, 2012 - - - - Issued on March 28, 2013 401,000 917,087 $ 1.00 March 28, 2018 Issued on May 31, 2013 370,000 543,530 $ 0.54 May 31, 2018 Exercised and expired - - - - Total – as of May 31, 2013 771,000 1,460,617 - - Issued on June 7, 2013 165,000 211,670 $ 0.54 June 7, 2018 Issued on November 15, 2013 12,000 3,744 $ 1.00 November 15, 2018 Issued Series A warrants on January 29, 2014 135,000 135,989 $ 1.00 January 29, 2019 Issued Series A warrants on January 29, 2014 - Repriced 260,000 261,906 $ 0.25 January 29, 2019 Issued Series B warrants on January 29, 2014 135,000 - $ 2.00 January 29, 2019 Issued Series B warrants on January 29, 2014 - Repriced 260,000 - $ 0.25 January 29, 2019 Issued Series A warrants on February 27, 2014 305,000 224,135 $ 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 469,000 234,969 $ 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 1,495,200 $ 1.00 April 7, 2019 Issued Series C warrants on April 23, 2014 33,333 9,395 $ 2.20 April 23, 2019 Issued Series C warrants on May 30, 2014 666,667 187,574 $ 2.20 May 30, 2019 Exercised and expired - - - - Total – as of May 31, 2014 4,786,000 4,225,199 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 38,584 $ 2.20 September 2, 2019 Issued Series D warrants on October 6, 2014 33,333 15,567 $ 2.20 October 6, 2019 Issued Series D warrants on October 27, 2014 33,333 15,667 $ 2.20 October 27, 2019 Issued warrants – consultants 330,000 165,330 $ 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 5,000 990 $ 1.00 May 31, 2017 Issued warrants – consultant on May 31, 2015 15,000 2,970 $ 1.50 May 31, 2017 Exercised and expired - - - - Total – as of May 31, 2015 5,522,666 4,464,307 Issued warrants to advisory board on September 28, 2015 300,000 233,490 $ 1.00 August 31, 2020 Issued to Lender – Line of Credit on November 5, 2015 1,700,000 519,520 $ 1.00 April 7, 2019 Issued warrants to consultant on November 5, 2015 100,000 23,240 $ 1.00 October 16, 2017 Issued warrants on December 30, 2015 20,400,000 1,580,980 $ 0.01 December 29, 2020 Issued warrants to advisory board on March 21, 2016 1,750,000 41,246 $ 0.25 March 21, 2021 Issued warrants to consultant on May 1, 2016 4,000,000 721,200 $ 0.25 May 1, 2021 Issued warrants on May 1, 2016 1,704,680 119,072 $ 0.01 May 1, 2021 Issued warrants for private placement on April 18, 2016 1,008,000 94,854 $ 0.25 April 18, 2021 Issued warrants for private placement on May 17, 2016 2,640,000 248,221 $ 0.25 May 17, 2021 Exercised Warrants Typenex Co-Investments, LLC (70,000 ) - $ 1.00 - Total – as of May 31, 2016 39,055,346 8,046,130 The outstanding warrants at May 31, 2016 and May 31, 2015 have a weighted average exercise price of approximately $0.31 and $1.42 respectively and have an approximate weighted average remaining life of 4.3 and 3.7 years, respectively. Warrants attached to Line of Credit, Convertible debentures, Secured Converted Debentures, and Common Stock Private Placement are described in Notes 6, 7, 8, and Note 9. During fiscal 2015, the Company issued warrants to three consulting firms in the amount of 200,000, 130,000, and 20,000 respectively included in consulting expense when issued, with an exercise price ranging from $1.00 to $1.50 and with expiry dates of five years from the date of issuance. The Company issued 300,000 warrants on September 28, 2015 to new advisors in advance of their appointment to the 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 warrants exercise price was repriced on March 21, 2016 to $0.25 and a nominal expense was recorded. The assumptions used for initial and repricing valuation are: Volatility 178-180%, expected life of five years, risk free interest rate of 1.38%-1.42%, and dividend rate of 0%. 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 assumptions used for valuation were: Volatility 178%, expected life of five years, risk free interest rate of 1.65%, and dividend rate of 0%. 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. The assumptions used for valuation were: Volatility 178%, expected life of approximately two years, risk free interest rate of 0.85%, and dividend rate of 0%. The Company issued 1,750,000 warrants on March 21, 2016 to new the advisory board at an exercise price of $0.25 with expiry date of March 21, 2021. These were expensed as stock based compensation. These warrants will vest in increments of 1/3 with the first 1/3 being vested on March 21, 2017, second increment of 1/3 on March 21, 2018, and last 1/3 on March 21, 2019. The assumptions used for valuation were: Volatility 180%, expected life of five years, risk free interest rate of 1.38%, and dividend rate of 0%. On May 1, 2016 the Company issued 4,000,000 warrants to an entity, Imagination 7 Ventures, LLC controlled by the former CEO (Note 13) at an exercise price of $0.25 included in consulting expense with an expiry of May 1, 2021. The assumptions used for valuation were: Volatility 180%, expected life of five years, risk free interest rate of 1.28%, and dividend rate of 0%. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
May 31, 2016 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | 11. Derivative Warrant Liabilities Warrants with price protection provisions, which were effective for 12 months from date of issuance were recorded as liabilities until such provision expired. Additionally, during Q1 of Fiscal 2015, 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. For the years ended May 31, 2016 and May 31, 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 promissory notes”. |
Employee Benefit and Incentive
Employee Benefit and Incentive Plans | 12 Months Ended |
May 31, 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 and second grant of stock options on March 2, 2015. In fiscal 2016 the Company completed a grant of stock options on March 21, 2016. The Company also re-priced certain stock options on March 21, 2016 that were issued in fiscal 2015. The following table outlines the options granted and related disclosures: Stock Weighted- Outstanding at May 31, 2014 - $ - Granted in fiscal 2015 1,804,500 1.00 Exercised - - Cancelled, forfeited or expired - - Outstanding at May 31, 2015 1,804,500 $ 1.00 Granted in fiscal 2016 8,775,000 0.25 Exercised - - Cancelled, forfeited or expired (189,500 ) 1.00 Outstanding at May 31, 2016 10,390,000 $ 0.28 Options exercisable at May 31, 2016 3,417,500 $ 0.51 Fair value of options vested as at May 31, 2016 $ 1,456,301 - 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 May 31, 2016, vested and exercisable options do not have any intrinsic value and have a weighted-average remaining contractual term of 3.9 years. It is expected the 6,972,500 unvested options will ultimately vest. These options have a weighted average exercise price of $0.29 per share and a weighted average remaining term of 4.64 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at May 31, 2016 and the option’s exercise price, for all options that are in the money. This value was $nil as at May 31, 2016. As at May 31, 2016, there is $1,555,476 of unearned stock based compensation cost related to stock options granted that have not yet vested (6,972,500 options). This cost is expected to be recognized over a remaining weighted average period of 1.7 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 that vest contingent on revenue targets have expired unvested, 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. 8,750,000 of the stock options granted on March 21, 2016 vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. The remaining 25,000 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 estimated fair value of options granted on March 21, 2016 is measured using the binomial model using the following assumptions: Total number of shares issued under options 8,775,000 Stock price $ 0.20 Exercise price $ 0.25 Time to expiration – days (5 year options) 1,826 Risk free interest rate (5 year options) 1.38 % Forfeiture rate (all options) 0 % Estimated volatility (all options) 180 % Weighted-average fair value of options granted 0.25 Dividend - The assumptions used in the stock based compensation binomial models are consistent with the methodology used in valuing the Company’s other derivatives debt and warrant financings. Due to a lack of history, the Company has assumed the expected life of the options is the contractual life of the options. |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
May 31, 2016 | |
Related Party Balances and Transactions [Abstract] | |
Related Party Balances and Transactions | 13. Related Party Balances and Transactions Services provided by Intertainment Media, Inc. personnel were 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 year 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 May 31, 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 8). 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 at the time of the acquisition, 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 year ended May 31, 2016, related party fees incurred and paid for general development and managerial services performed by Intertainment Media, Inc. and its subsidiary totaled $146,982 ($794,085 – year ended May 31, 2015). $92,589 is related to managerial services and $54,393 related to development. As of May 31, 2016 the related party liability balance totaled $16,654 ($468,766 – May 31, 2015). Directors subscribed for $1,783,526 of $4,550,388 from the secured debenture that closed in September 2015 at which time they were not directors. Directors also subscribed for $1,075,000 of the $2,086,000 convertible secured debentures issued on December 30, 2015 (Note 8). A director also advanced $170,468 to the Company on a second closing of the same convertible secured debenture financing closed on December 30, 2015 (Note 8). This $170,468 was subscribed to a second closing on May 1, 2016. The Company issued 300,000 warrants on September 28, 2015 to advisors prior to their appointment as 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. These warrants were repriced to $0.25 on March 21, 2016 and are valued at $233,490. The Company also issued 1,750,000 warrants on March 21, 2016 to the Company’s Advisory Board at an exercise price of $0.25 with expiry date of March 21, 2021. These were expensed as stock based compensation. On May 1, 2016, the Company completed secured debenture financing with a consultant, whose principal is the former CEO of the Company, for $200,000 with no warrant financing, 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. This closing includes conversion of $200,000 in consulting expense. The Company also issued 4,000,000 warrants at an exercise price of $0.25 included in consulting expense with an expiry of May 1, 2021. Consultant was also granted a $100,000 signing bonus payable in cash. All obligations due to the former CEO of Yappn including $294,906 in cash obligations as an employee and $18,200 as a consultant have been forgiven. All obligations being forgiven were recorded as general and administrative expenses within fiscal 2016 and were reversed out from general and administrative expenses. 1,200,000 of the shares from the 2 nd During the fourth quarter, the Company received $100,000 from directors as subscription in anticipation of a third closing of a private placement of units consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share (Note 15). On March 21, 2016, the Board of Directors passed a resolution for a contingent common stock award in line with the metrics used in the CEO’s targets for additional bonus compensation. The award would see the members of the board as well as the advisory board receive common shares for the Company reaching revenue milestones. Per the resolution, 500,000 common shares for each director and 250,000 for each advisory board member would be issued when the following milestones are met: (i) $3.5 million in new revenue generated and realized within 12 months of the start date and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date; or (ii) $5 million of new revenue generated and realized within 24 months of the start date and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The provision for income taxes for the years ended May 31, 2016 and 2015 consisted of the following: May 31, May 31, Current $ - $ - Deferred (6,473,887 ) (1,121,962 ) Change in valuation allowance 6,473,887 1,121,962 $ - $ - The Company’s income tax rate computed at the statutory federal rate of 35% (2015 – 35%) differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. May 31, May 31, Income tax at statutory rate 35.00 % 35.00 % Permanent differences -8.00 -11.00 Change in valuation allowance -27.00 -24.00 Total 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance. The Company’s deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary differences that give rise to the Company’s deferred tax asset as of May 31, 2016 and May 31, 2015 are as follows: May 31, May 31, Net operating losses $ 5,116,331 $ 2,835,823 Intangible Assets 4,193,378 - Less: valuation allowance (9,309,709 ) (2,835,823 ) Net deferred tax asset $ - $ - As of May 31, 2016 and May 31, 2015 the Company had a net operating losses carry-forward of approximately $14,618,084 and $8,100,000, respectively, which may be used to offset future taxable income and begins to expire in 2033. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company received $155,000 in total payments against the Note receivable from DWF (Belize) up to the filing date. On July 6, 2016 the Company issued 90,000 warrants at an exercise price of $0.25 as settlement against prior accounts payables. On July 5 and 22, 2016 the Company received advances and subscription agreements toward a third tranche of a private placement of units consisting of one common stock at $0.25 per share and one common stock purchase warrant with an exercise price of $0.25 per share. Total proceeds were all from directors or non-arm’s length parties to directors of $200,000, that will obligate the issuance of common stock of 800,000, and 800,000 warrants, $100,000 of the advances had been previously advanced by a director and recorded as short term loan as at May 31, 2016. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 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 (subsidiary of Intertainment Media Inc.) intellectual property. As a result of the acquisition, Intertainment Media Inc.’s ownership was reduced to 37%. The accompanying consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired technology, and patents, acquired from a related party and were accordingly recorded at the cost as recorded in the records of the related party at the time of acquisition (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 to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Intagible Asset Impairment | Intagible Asset Impairment The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at May 31, 2016. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured. All of the Company’s current revenues are classified as services. Services are billed on a time and materials basis and are recognized as revenue as services are rendered at the time of billing which is typically a bi-weekly or monthly basis. |
Cost of Revenue | Cost of Revenue The cost of revenue consists primarily of expenses associated with the delivery and distribution of services. These include expenses related to the operation of data centers, salaries, benefits and customer project based costs for certain personnel in the Company’s operations. |
Marketing, Advertising and Promotion Costs | Marketing, Advertising and Promotion Costs Advertising and marketing costs are expensed as incurred and totaled $236,083 and $1,099,054 for the years ended May 31, 2016 and May 31, 2015. |
Loss per Common Share | Loss per Common Share Basic loss per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of May 31, 2016, the Company had outstanding five year warrants to purchase an additional 39,055,346 shares of common stock (Note 10) at a per share exercise price ranging from $0.01 to $2.20, 10,390,000 stock options (Note 12) with an exercise price ranging from $0.25 to $1.00, and convertible notes and debentures that are convertible into 11,567,539 shares of common stock at the option of the holder based on the value of the debt host at the time of conversion with exercise prices ranging from $0.25 to $1.50. All of these issuances have a dilutive effect on earnings per share when the Company has net income for the period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Tax”. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the consolidated statements of operations and comprehensive loss. There have been no penalties or interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2016 and May 31, 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The Company follows FASB (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The convertible promissory notes and debentures (Note 7) are classified as Level 2 financial liabilities. As of May 31, 2016 and May 31, 2015, the carrying value of accounts receivable, note receivable, accounts payable, accrued expenses, short term loans, accrued development and related expenses and line of credit approximated fair value due to the short-term nature of these instruments. |
Fair Value of Derivative Instruments, and Warrants | Fair Value of Derivative Instruments, and Warrants The Company issued other five year warrants as part of subscription agreements that included convertible promissory notes, debentures and line of credit, some of which had price protection provisions that expired after twelve months. Upon expiration of the price protection, the instruments were treated as equity instruments. In the event the Company has exceeded its authorized number of common stock issuable on a diluted basis, the Company applies the earliest issuance date sequencing approach to determine which derivatives recorded in additional paid in capital, require reclassification to financial liabilities. Under the earliest issuance date sequencing approach, the financial instruments recorded in equity that have stock issuable in common stock (excluding stock options) earlier than the date of the breach of the authorized stock limit continue to be classified as a component of additional paid in capital. All derivatives that are issuable into common stock (other than stock options) issued subsequent to the breach of the authorized stock limit on a diluted basis, are recorded as financial liabilities. Upon a rectification of the breach of the authorized stock limit, those instruments that would otherwise be recorded as component of additional paid in capital, will be reclassified to additional paid in capital. When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the consolidated balance sheets as derivative liabilities. Both unrealized and realized gains and losses related to the derivatives are recorded based on the changes in the fair values and are reflected as a financing expenses on the consolidated statements of operations and comprehensive loss. |
Hybrid Financial Instruments | Hybrid Financial Instruments The Company elected to apply the fair value option to account for certain hybrid financial instruments. The Company made an irrevocable election to measure hybrid financial instruments including convertible promissory notes and debentures at fair value in their entirety, with changes in fair value recognized in earnings at each balance sheet date. The election may be made on an instrument by instrument basis. |
Fair Value of Convertible Promissory Notes and Debentures | Fair Value of Convertible Promissory Notes and Debentures The Company has issued convertible promissory notes and debentures that are convertible into common stock, at the option of the holder, at conversion prices based on the trading price per share over a period of time. As a result of the variability in the amount of common stock to be issued, these instruments are reflected at fair value. These instruments are measured at the greater of the present value of the note discounted at market rates or using a binomial lattice valuation methodology and are included in the consolidated balance sheets under the caption “convertible promissory notes and debentures”. Any unrealized and realized gains and losses related to the convertible promissory notes are recorded based on the changes in the fair values and are reflected as change in fair value of derivative liabilities and convertible promissory notes on the consolidated statements of operations and comprehensive loss. |
Estimates | Estimates The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. The Company’s significant estimates include the fair value of financial instruments including the underlying assumptions to estimate the fair value of derivative financial instruments and convertible promissory notes and the valuation allowance of deferred tax assets. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly. These significant accounting estimates bear the risk of change due to the fact that there are uncertainties attached to those estimates and certain estimates are difficult to measure or value. |
Reclassifications | Reclassifications Certain amounts in the prior year presented have been reclassified to conform to the current year classification. These reclassifications have no effect on the previously reported net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 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 has determined there is no material impact to the accounting treatment of its hybrid financial instruments based on this new standard. |
Short Term Loans (Tables)
Short Term Loans (Tables) | 12 Months Ended |
May 31, 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 during the first quarter - - 369,607 369,607 Borrowing during the third quarter - - 16,098 16,098 Borrowing during the fourth quarter - - 814,192 814,192 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 during the first quarter - - 328,265 328,265 Borrowing during the second quarter - - 1,201,000 1,201,000 Borrowing during the third quarter - - 170,468 170,468 Borrowing during the fourth quarter - - 100,000 100,000 Fair value adjustments (9,446 ) (1,155 ) (22,822 ) (33,423 ) Conversions - - (1,832,768 ) (1,832,768 ) Repayments (37,214 ) - (403,805 ) (441,019 ) Fair value at May 31, 2016 $ 105,885 $ 21,358 $ 157,208 $ 284,451 |
Convertible Promissory Notes 24
Convertible Promissory Notes and Debentures (Tables) | 12 Months Ended |
May 31, 2016 | |
Short-term Debt [Line Items] | |
Summary of convertible notes and debentures | Principal amounts: JMJ Financial Notes Convertible Debentures Other Notes 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 May 31, 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 - 768,991 (1,132,904 ) (363,913 ) Conversions to common share issuance obligation - (260,000 ) - (260,000 ) Repayments (cash) - - (883,564 ) (883,564 ) Convertible notes and debt at fair value at May 31, 2016 $ - $ 2,454,824 $ - $ 2,454,824 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 May 31, 2016 Current - 2,454,824 - 2,454,824 $ - $ 2,454,824 $ - $ 2,454,824 |
Auctus Private Equity Fund, LLC [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 May 31, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days - - - 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 First Second Gross proceeds $ 1,050,000 $ 250,000 $ 225,000 Fair value of the convertible debentures (852,726 ) (254,167 ) (182,720 ) Fair value of liability warrants - - (152,951 ) Fair value of equity warrants (197,274 ) - - Financing expense on the issuance of derivative instruments $ - $ 4,167 $ 110,671 Key inputs to determine the fair value at the commitment date: Stock price $ 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 May 31, 2016: Stock price $ N/A $ N/A $ N/A Current exercise price $ N/A $ N/A $ N/A Time to expiration – days - 27 94-149 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) | 12 Months Ended |
May 31, 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, May 1, Total Gross proceeds $ 2,040,000 $ 170,468 $ 2,210,468 Fair value of the convertible secured debt - - - Fair value of equity warrants (Note 10) (1,580,980 ) (119,072 ) (1,700,052 ) Beneficial conversion feature (459,020 ) (51,396 ) (510,416 ) Convertible secured debt at fair value at the commitment date, issued during 2016 $ - $ - $ - Change in fair value (from commitment date) 170,932 4,347 175,279 Repayments (cash) - - - Convertible secured debenture at fair value at May 31, 2016 $ 170,932 $ 4,347 $ 175,279 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 12 Months Ended |
May 31, 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 May 31, 2016 - |
Schedule of warrants | Shares Issuable Under Warrants Equity Value Exercise Price Expiration Outstanding as of May 31, 2012 - - - - Issued on March 28, 2013 401,000 917,087 $ 1.00 March 28, 2018 Issued on May 31, 2013 370,000 543,530 $ 0.54 May 31, 2018 Exercised and expired - - - - Total – as of May 31, 2013 771,000 1,460,617 - - Issued on June 7, 2013 165,000 211,670 $ 0.54 June 7, 2018 Issued on November 15, 2013 12,000 3,744 $ 1.00 November 15, 2018 Issued Series A warrants on January 29, 2014 135,000 135,989 $ 1.00 January 29, 2019 Issued Series A warrants on January 29, 2014 - Repriced 260,000 261,906 $ 0.25 January 29, 2019 Issued Series B warrants on January 29, 2014 135,000 - $ 2.00 January 29, 2019 Issued Series B warrants on January 29, 2014 - Repriced 260,000 - $ 0.25 January 29, 2019 Issued Series A warrants on February 27, 2014 305,000 224,135 $ 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 469,000 234,969 $ 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 1,495,200 $ 1.00 April 7, 2019 Issued Series C warrants on April 23, 2014 33,333 9,395 $ 2.20 April 23, 2019 Issued Series C warrants on May 30, 2014 666,667 187,574 $ 2.20 May 30, 2019 Exercised and expired - - - - Total – as of May 31, 2014 4,786,000 4,225,199 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 38,584 $ 2.20 September 2, 2019 Issued Series D warrants on October 6, 2014 33,333 15,567 $ 2.20 October 6, 2019 Issued Series D warrants on October 27, 2014 33,333 15,667 $ 2.20 October 27, 2019 Issued warrants – consultants 330,000 165,330 $ 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 5,000 990 $ 1.00 May 31, 2017 Issued warrants – consultant on May 31, 2015 15,000 2,970 $ 1.50 May 31, 2017 Exercised and expired - - - - Total – as of May 31, 2015 5,522,666 4,464,307 Issued warrants to advisory board on September 28, 2015 300,000 233,490 $ 1.00 August 31, 2020 Issued to Lender – Line of Credit on November 5, 2015 1,700,000 519,520 $ 1.00 April 7, 2019 Issued warrants to consultant on November 5, 2015 100,000 23,240 $ 1.00 October 16, 2017 Issued warrants on December 30, 2015 20,400,000 1,580,980 $ 0.01 December 29, 2020 Issued warrants to advisory board on March 21, 2016 1,750,000 41,246 $ 0.25 March 21, 2021 Issued warrants to consultant on May 1, 2016 4,000,000 721,200 $ 0.25 May 1, 2021 Issued warrants on May 1, 2016 1,704,680 119,072 $ 0.01 May 1, 2021 Issued warrants for private placement on April 18, 2016 1,008,000 94,854 $ 0.25 April 18, 2021 Issued warrants for private placement on May 17, 2016 2,640,000 248,221 $ 0.25 May 17, 2021 Exercised Warrants Typenex Co-Investments, LLC (70,000 ) - $ 1.00 - Total – as of May 31, 2016 39,055,346 8,046,130 |
Employee Benefit and Incentiv27
Employee Benefit and Incentive Plans (Tables) | 12 Months Ended |
May 31, 2016 | |
Employee Benefit and Incentive Plans [Abstract] | |
Schedule of the options granted and related disclosures | Stock Weighted- Outstanding at May 31, 2014 - $ - Granted in fiscal 2015 1,804,500 1.00 Exercised - - Cancelled, forfeited or expired - - Outstanding at May 31, 2015 1,804,500 $ 1.00 Granted in fiscal 2016 8,775,000 0.25 Exercised - - Cancelled, forfeited or expired (189,500 ) 1.00 Outstanding at May 31, 2016 10,390,000 $ 0.28 Options exercisable at May 31, 2016 3,417,500 $ 0.51 Fair value of options vested as at May 31, 2016 $ 1,456,301 - |
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 - Total number of shares issued under options 8,775,000 Stock price $ 0.20 Exercise price $ 0.25 Time to expiration – days (5 year options) 1,826 Risk free interest rate (5 year options) 1.38 % Forfeiture rate (all options) 0 % Estimated volatility (all options) 180 % Weighted-average fair value of options granted 0.25 Dividend - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | May 31, May 31, Current $ - $ - Deferred (6,473,887 ) (1,121,962 ) Change in valuation allowance 6,473,887 1,121,962 $ - $ - |
Schedule of effective income tax rate reconciliation | May 31, May 31, Income tax at statutory rate 35.00 % 35.00 % Permanent differences -8.00 -11.00 Change in valuation allowance -27.00 -24.00 Total |
Schedule of deferred tax assets | May 31, May 31, Net operating losses $ 5,116,331 $ 2,835,823 Intangible Assets 4,193,378 - Less: valuation allowance (9,309,709 ) (2,835,823 ) Net deferred tax asset $ - $ - |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
May 31, 2016 | May 31, 2015 | Mar. 21, 2016 | Sep. 15, 2015 | Mar. 28, 2013 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Intangible assets estimated useful life | 5 years | ||||
Advertising and marketing costs | $ 236,083 | $ 1,099,054 | |||
Term of warrant | 5 years | ||||
Warrants to purchase of common shares | 39,055,346 | ||||
Exercise price, warrants | $ 0.25 | ||||
Stock options exercisable | 10,390,000 | ||||
Exercise price, options | $ 0.29 | ||||
Convertible common stock | 11,567,539 | ||||
Minimum [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Exercise price, warrants | $ 0.01 | ||||
Exercise price, options | 0.25 | ||||
Conversion price | 0.25 | ||||
Maximum [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Exercise price, warrants | 2.20 | ||||
Exercise price, options | 1 | ||||
Conversion price | $ 1.50 | ||||
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 ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Going Concern (Textual) | ||
Deficit | $ (21,664,425) | $ (14,762,852) |
Working capital deficit | 2,991,854 | |
Net cash used in operating activities | (2,794,756) | (3,709,866) |
Amount raised through various financial instruments | 3,259,126 | |
Cash proceeds subsequent to year end | $ 100,000 | $ 817,152 |
Concentration of Credit Risk 31
Concentration of Credit Risk and Accounts and Note Receivable (Details) | 3 Months Ended | 12 Months Ended | ||||
May 31, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)Customer$ / sharesshares | May 31, 2015USD ($)Customer | Mar. 21, 2016$ / shares | Mar. 02, 2015$ / shares | Aug. 14, 2014$ / shares | |
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Note receivable | $ | $ 1,123,289 | $ 1,123,289 | ||||
Stock price | $ / shares | $ 0.20 | $ 0.60 | $ 1 | |||
Notes Receivable [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Number of customer | Customer | 1 | |||||
Percentage of revenues | 97.00% | |||||
Revenues | $ | $ 802,592 | |||||
Intelligent Content Enterprises [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Sale of stock, number of shares issued in transaction | shares | 24,000,000 | |||||
Promissory note from DWF | $ | $ 2,125,000 | |||||
Dwf [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Restricted commom shares | shares | 2,250,000 | |||||
Dwf [Member] | Stock Options [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Purchase of common shares | shares | 1,000,000 | |||||
Common stock value | $ | $ 550,000 | |||||
Stock price | $ / shares | $ 0.55 | $ 0.55 | ||||
Offered price | $ / shares | 0.75 | |||||
Offered price increase | $ / shares | $ 0.05 | |||||
Exercisable unit, value | $ | $ 987,500 | $ 987,500 | ||||
Dwf [Member] | Stock Option One [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Purchase of common shares | shares | 1,250,000 | |||||
Stock price | $ / shares | $ 0.35 | $ 0.35 | ||||
Offered price | $ / shares | 0.50 | |||||
Offered price increase | $ / shares | $ 0.05 | |||||
Exercisable unit, value | $ | $ 437,500 | $ 437,500 | ||||
Sales Revenue, Net [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Number of customer | Customer | 1 | 1 | ||||
Percentage of revenues | 83.00% | 90.00% | ||||
Revenues | $ | $ 1,615,125 | |||||
Accounts Receivable [Member] | ||||||
Concentration of Credit Risk and Acounts and Note Receivable (Textual) | ||||||
Number of customer | Customer | 1 | |||||
Percentage of revenues | 90.00% |
Acquisition of Intellectual P32
Acquisition of Intellectual Property (and Reverse Split) (Details) - USD ($) | Sep. 15, 2015 | Sep. 09, 2015 | May 31, 2016 | May 31, 2015 |
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 | |||
Amortization | $ 747,830 | |||
Amortized recorded value | $ 4,676,221 | |||
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) | 12 Months Ended | |||
May 31, 2016USD ($) | May 31, 2015USD ($) | Apr. 01, 2014USD ($) | Apr. 01, 2014CAD | |
Short-term Debt [Line Items] | ||||
Fair value | $ 791,928 | $ 477,311 | ||
Borrowing | 284,451 | 791,928 | $ 219,480 | CAD 239,720 |
Fair value adjustments | (33,423) | (44,838) | ||
Repayments | 175,155 | 373,678 | ||
Conversions | (1,832,768) | (215,777) | ||
Fair value | 284,451 | 791,928 | ||
Borrowing during the first quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | 328,265 | 369,607 | ||
Borrowing during the second quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | 1,201,000 | |||
Borrowing during the third quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | 170,468 | 16,098 | ||
Borrowing during the fourth quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | 100,000 | 814,192 | ||
April 1, 2014 Term Loan (Member) | ||||
Short-term Debt [Line Items] | ||||
Fair value | 152,545 | 220,159 | ||
Borrowing | ||||
Fair value adjustments | (9,446) | (21,589) | ||
Repayments | (37,214) | (46,025) | ||
Conversions | ||||
Fair value | 105,885 | 152,545 | ||
April 1, 2014 Term Loan (Member) | Borrowing during the first quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | ||||
April 1, 2014 Term Loan (Member) | Borrowing during the second quarter [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 | ||||
April 1, 2014 Term Loan (Member) | Borrowing during the fourth quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | ||||
January 7, 2014 Term Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Fair value | 22,513 | 257,152 | ||
Borrowing | ||||
Fair value adjustments | (1,155) | (1,356) | ||
Repayments | (142,506) | |||
Conversions | (90,777) | |||
Fair value | 21,358 | 22,513 | ||
January 7, 2014 Term Loan [Member] | Borrowing during the first quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | ||||
January 7, 2014 Term Loan [Member] | Borrowing during the second quarter [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 | ||||
January 7, 2014 Term Loan [Member] | Borrowing during the fourth quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | ||||
Other Loans [Member] | ||||
Short-term Debt [Line Items] | ||||
Fair value | 616,870 | |||
Borrowing | 1,199,897 | |||
Fair value adjustments | (22,822) | (21,893) | ||
Repayments | (403,805) | (436,134) | ||
Conversions | (1,832,768) | (125,000) | ||
Fair value | 157,208 | 616,870 | ||
Other Loans [Member] | Borrowing during the first quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | 328,265 | 369,607 | ||
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 | 170,468 | 16,098 | ||
Other Loans [Member] | Borrowing during the fourth quarter [Member] | ||||
Short-term Debt [Line Items] | ||||
Borrowing | $ 100,000 | $ 814,192 |
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 | May 31, 2016USD ($)$ / shares | May 31, 2016CAD | May 31, 2015USD ($)$ / shares | May 31, 2015CAD | May 31, 2016CAD | Mar. 21, 2016$ / shares | 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 | $ 284,451 | $ 791,928 | CAD 239,720 | |||||||||||||||||||||||
Previously converted a portion of a previous loan from lender | 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% | 12.00% | 1.00% | 1.00% | 12.00% | |||||||||||||||||||
Repayment of principle | $ 22,768 | CAD 25,000 | $ 142,506 | CAD 152,000 | $ 37,214 | CAD 50,905 | $ 46,025 | CAD 50,000 | |||||||||||||||||||
Short term loans, outstanding | $ 21,358 | 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 May 31, 2016 an amount of $21,358 ($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 May 31, 2016 an amount of $21,358 ($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. | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Exercise price, warrants | $ / shares | $ 0.25 | ||||||||||||||||||||||||||
Private Investor [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 150,000 | $ 93,458 | $ 100,915 | $ 253,200 | $ 250,000 | CAD 187,000 | CAD 100,000 | CAD 110,000 | CAD 280,000 | ||||||||||||||||||
Repayment of principle | $ 90,777 | CAD 100,000 | |||||||||||||||||||||||||
Director [Member] | Private Placement [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 100,000 | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.25 | ||||||||||||||||||||||||||
April 1, 2014 Term Loan [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Previously converted a portion of a previous loan from lender | $ 105,885 | CAD 138,815 | |||||||||||||||||||||||||
July 17, 2014 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans, outstanding | $ 90,145 | CAD 105,000 | |||||||||||||||||||||||||
August 4, 2014 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans, outstanding | 57,208 | CAD 75,000 | |||||||||||||||||||||||||
May 11, 2015 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 497,728 | CAD 596,000 | |||||||||||||||||||||||||
June 19, 2015 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 497,728 | CAD 596,000 | |||||||||||||||||||||||||
May 31, 2016 [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 1,201,000 | ||||||||||||||||||||||||||
Interest rate percent | 12.00% | 12.00% | |||||||||||||||||||||||||
May 31, 2016 [Member] | Director [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Short term loans | $ 170,468 |
Line of Credit and Secured De35
Line of Credit and Secured Debentures (Details) - USD ($) | May 11, 2015 | May 06, 2015 | Aug. 04, 2014 | Jul. 17, 2014 | Apr. 07, 2014 | Apr. 01, 2014 | Jan. 07, 2014 | Jun. 19, 2015 | May 31, 2016 | May 31, 2015 | Sep. 15, 2015 |
Line of Credit 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 | 2,000,000 | ||||||||||
Cash received | 2,500,000 | ||||||||||
Amount of debt conversion | $ 2,000,000 | $ 2,000,000 | |||||||||
Existing debt | $ 4,500,000 | $ 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 | $ 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 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 and Secured Debentures (Textual) | |||||||||||
Secured debentures | $ 4,550,388 | ||||||||||
Ortsbo [Member] | First Tranche of Secured Debentures [Member] | |||||||||||
Line of Credit and Secured Debentures (Textual) | |||||||||||
Assumed debt | $ 975,388 | ||||||||||
Warrant [Member] | |||||||||||
Line of Credit and Secured Debentures (Textual) | |||||||||||
Warrants exercise price per share | $ 1 | ||||||||||
Warrants issued | 800,000 |
Convertible Promissory Notes 36
Convertible Promissory Notes and Debentures (Details) - USD ($) | 12 Months Ended | |
May 31, 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 | (363,913) | 33,156 |
Repayments (cash) | (883,564) | (238,271) |
Conversions to common share issuance obligation | (260,000) | (105,817) |
Convertible notes and debt at fair value | 2,454,824 | 3,790,311 |
Current | 2,454,824 | 3,477,825 |
Long term | 312,486 | |
Total convertible promissory notes and debentures | 2,454,824 | 3,790,311 |
JMJ Financial Notes [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 share issuance obligation | (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 | 768,991 | (755,194) |
Repayments (cash) | ||
Conversions to common share issuance obligation | (260,000) | |
Convertible notes and debt at fair value | 2,454,824 | 1,945,833 |
Current | 2,454,824 | 1,633,347 |
Long term | 312,486 | |
Total convertible promissory notes and debentures | 2,454,824 | 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 share issuance obligation | ||
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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 Notes [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 May 31, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | 2,694,000 | |
Total Borrowings at May 31, 2016 [Member] | JMJ Financial Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | ||
Total Borrowings at May 31, 2016 [Member] | Convertible Debentures [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings | 2,694,000 | |
Total Borrowings at May 31, 2016 [Member] | Other Notes [Member] | ||
Short-term Debt [Line Items] | ||
Borrowings |
Convertible Promissory Notes 37
Convertible Promissory Notes and Debentures (Details 1) - USD ($) | Mar. 02, 2015 | Aug. 14, 2014 | Apr. 01, 2014 | Mar. 21, 2016 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | May 31, 2014 | Feb. 28, 2015 | May 31, 2016 |
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Gross proceeds | $ 3,790,311 | $ 2,454,824 | |||||||||||
Fair value of promissory notes | 3,790,311 | $ 2,507,175 | 2,454,824 | ||||||||||
Stock price | $ 0.60 | $ 1 | $ 0.20 | ||||||||||
Current exercise price | $ 1 | $ 1 | $ 0.25 | ||||||||||
Dividend | |||||||||||||
Convertible Debentures with Series A and B Warrants [Member] | |||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Gross proceeds | $ 469,000 | $ 305,000 | $ 395,000 | $ 260,000 | |||||||||
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 | ||||||||||
Stock price | $ 0.25 | ||||||||||||
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 May 31, 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 | |||||||||||||
Risk free interest rate | |||||||||||||
Estimated volatility (all options) | |||||||||||||
Dividend | |||||||||||||
Fair value of promissory notes at May 31, 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 | 27 days | ||||||||||||
Risk free interest rate | |||||||||||||
Estimated volatility (all options) | |||||||||||||
Dividend | |||||||||||||
Market interest rate for the Company | |||||||||||||
Fair value of promissory notes at May 31, 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 | 149 days | ||||||||||||
Fair value of promissory notes at May 31, 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 | 94 days | ||||||||||||
JMJ Financial Notes [Member] | |||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Gross proceeds | $ 90,000 | 296,500 | $ 430,750 | $ 430,750 | $ 90,750 | ||||||||
Fair value of promissory notes | (137,071) | (363,604) | (656,507) | (656,507) | (171,990) | ||||||||
Fair value of equity warrants | (37,100) | (37,100) | |||||||||||
Financing expense on the issuance of promissory notes | $ 47,071 | $ 67,104 | $ 262,857 | $ 262,857 | $ 81,240 | ||||||||
JMJ Financial Notes [Member] | Fair value at commitment date [Member] | |||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Stock price | $ 0.60 | ||||||||||||
Current exercise price | $ 0.30 | $ 0.20 | |||||||||||
Estimated volatility (all options) | 150.00% | 150.00% | 150.00% | 150.00% | |||||||||
Dividend | |||||||||||||
JMJ Financial Notes [Member] | Fair value at commitment date [Member] | Maximum [Member] | |||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Stock price | $ 1.20 | $ 0.60 | $ 0.70 | $ 0.70 | |||||||||
Current exercise price | $ 0.60 | $ 1 | 1 | ||||||||||
Time to expiration - days | 436 days | 366 days | 365 days | 230 days | |||||||||
Risk free interest rate | 0.11% | 0.27% | 0.26% | 0.30% | |||||||||
JMJ Financial Notes [Member] | Fair value at commitment date [Member] | Minimum [Member] | |||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Stock price | $ 0.40 | $ 0.50 | $ 0.50 | 0.50 | |||||||||
Current exercise price | $ 0.40 | $ 0.20 | 0.20 | ||||||||||
Time to expiration - days | 389 days | 250 days | 181 days | 225 days | |||||||||
Risk free interest rate | 0.10% | 0.09% | 0.14% | 0.27% | |||||||||
JMJ Financial Notes [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 Notes [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 Notes [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 Notes [Member] | Fair value of promissory notes at May 31, 2016 [Member] | |||||||||||||
Summary of Derivative Instruments Impact on Results of Operations [Abstract] | |||||||||||||
Dividend |
Convertible Promissory Notes 38
Convertible Promissory Notes and Debentures (Details Textual) | May 06, 2015 | Feb. 09, 2015USD ($) | Feb. 04, 2015USD ($)$ / shares | Oct. 06, 2014USD ($)$ / shares | Sep. 02, 2014$ / shares | Aug. 25, 2014USD ($) | Aug. 25, 2014CAD | Aug. 04, 2014 | Jul. 17, 2014 | Jun. 27, 2014$ / shares | Jun. 12, 2014USD ($) | Jun. 12, 2014CAD | May 30, 2014$ / shares | Apr. 23, 2014$ / shares | 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 ($) | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Nov. 30, 2015USD ($)$ / sharesshares | Nov. 30, 2015CADshares | Aug. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2015CADshares | May 31, 2014USD ($)$ / sharesshares | Jan. 31, 2016USD ($) | May 31, 2016USD ($)$ / shares | May 31, 2016CAD | May 31, 2015USD ($)$ / shares | May 31, 2015CAD | May 01, 2016$ / shares | Mar. 21, 2016$ / shares | Dec. 30, 2015$ / shares | Nov. 05, 2015$ / shares | Mar. 02, 2015$ / shares | Oct. 27, 2014$ / shares | Aug. 14, 2014$ / shares | Apr. 16, 2014USD ($) | Feb. 21, 2014USD ($) | Nov. 15, 2013$ / shares | Jun. 07, 2013$ / shares | May 31, 2013$ / shares | Mar. 28, 2013$ / shares |
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible promissory note | $ 2,454,824 | $ 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 | ||||||||||||||||||||||||||||||||||||||||||||
Exercise or strike price | $ / shares | $ 0.25 | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | 0.20 | $ 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 | $ 1,279,846 | 3,960 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 22,768 | CAD 25,000 | $ 142,506 | CAD 152,000 | 37,214 | CAD 50,905 | 46,025 | CAD 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible note | 90,750 | $ 1,135,857 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | CAD | CAD 100,000 | CAD 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | May 30, 2016 | Apr. 23, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.20 | $ 2.20 | $ 2.20 | $ 2.20 | |||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 2.20 | $ 2.20 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1 | 1.50 | $ 0.31 | $ 1.42 | $ 0.01 | $ 0.25 | $ 0.01 | $ 1 | $ 1 | $ 0.54 | $ 0.54 | $ 1 | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | 1.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 2, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate on convertible promissory note for future if not paid | 16.00% | 16.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 469 | 305 | 395 | 475 | 475 | 1,050 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 475,000 | $ 475,000 | $ 1,050,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note par value | $ / shares | $ 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 | 5 years | 5 years | 5 years | 5 years | 2 years | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1.5 | $ 1.5 | $ 1.50 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Additional borrowings | $ 40,000 | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion | $ 300,000 | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of trade payables | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Funding total, retirement obligation | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.15 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 $1.00, 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) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 2.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes mature period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amount of debt conversion, Shares | shares | 400,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Series D Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 2.20 | $ 2.20 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock to warrant holder | shares | 316,666 | 316,666 | 316,666 | 316,666 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes mature period | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit one [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 125 | 125 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 125 | 125 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 25 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit four [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 75 | 75 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit five [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 25 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit six [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 50 | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Issuance of unit seven [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes and Debentures (Textual) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, Unit | shares | 50 | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||
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 | $ 260,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Current stock price | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes mature period | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
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%. | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 |
Convertible Secured Debenture39
Convertible Secured Debentures (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 01, 2016 | Dec. 30, 2015 | May 31, 2016 | |
Debt Instrument [Line Items] | |||
Gross proceeds | $ 912,000 | ||
Fair value of the convertible secured debt | |||
Convertible notes and debt at fair value | 3,790,311 | ||
Convertible notes and debt at fair value | 2,454,824 | ||
Convertible secured debentures including warrants [Member] | |||
Debt Instrument [Line Items] | |||
Gross proceeds | $ 170,468 | $ 2,040,000 | 2,210,468 |
Fair value of the convertible secured debt | |||
Fair value of equity warrants (Note 10) | (119,072) | (1,580,980) | (1,700,052) |
Beneficial conversion feature | (51,396) | (459,020) | (510,416) |
Convertible notes and debt at fair value | |||
Change in fair value (from commitment date) | 4,347 | 170,932 | 175,279 |
Repayments (cash) | |||
Convertible notes and debt at fair value | $ 4,347 | $ 170,932 | $ 175,279 |
Convertible Secured Debenture40
Convertible Secured Debentures (Details Textual) - USD ($) | Mar. 02, 2015 | Aug. 14, 2014 | May 01, 2016 | Mar. 21, 2016 | Dec. 30, 2015 | Sep. 30, 2015 | May 31, 2016 |
Short-term Debt [Line Items] | |||||||
Conversion of secured debenture | $ 1,201,000 | ||||||
Deduction in subscription receivable from debentures | $ 46,000 | ||||||
Dividend rate | |||||||
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 (Note 10). The units were sold at $1.00 per unit. | (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 in one year, 1/3 to be vested in two years and 1/3 to be vested in three years and having an exercise price of $0.01 per share (Note 10). The units were sold at $1.00 per unit. | |||||
Deduction in subscription receivable from debentures | $ 46,000 | ||||||
Value for warrants by binomial model | $ 119,072 | $ 1,580,980 | |||||
Volatility rate | 180.00% | 177.00% | |||||
Expected life | 5 years | 5 years | |||||
Risk free interest rate | 1.28% | 1.80% | |||||
Dividend rate | 0.00% | 0.00% | |||||
Carrying value of the debenture liability | 170,932 | ||||||
Beneficial conversion feature | $ 51,396 | $ 459,020 | |||||
Net of subscription receivable written off | 2,040,000 | ||||||
Fair value of equity warrant | 1,580,980 | ||||||
Additional Paid-in Capital | |||||||
Short-term Debt [Line Items] | |||||||
Beneficial conversion feature | $ 51,396 | ||||||
Director [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion of secured debenture | 170,468 | ||||||
Director [Member] | Convertible secured debentures [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Gross proceeds from private placement | $ 1,075,000 | $ 1,783,526 | |||||
Consultant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Gross proceeds from private placement | $ 200,000 | ||||||
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 (Note 13). | ||||||
Debenture was accounted for as a single debt instrument | $ 200,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | May 17, 2016 | Sep. 15, 2015 | Mar. 02, 2015 | Aug. 14, 2014 | Apr. 18, 2016 | Mar. 21, 2016 | Aug. 31, 2015 | Feb. 03, 2015 | May 31, 2016 | May 31, 2015 | Sep. 28, 2015 | Dec. 31, 2014 |
Common Stock (Textual) | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Exercise price, warrants | $ 0.25 | |||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||||||||
Stock issued to consultants and vendors | $ 307,967 | |||||||||||
Common Stock Shares Issuable For Conversion | 7,592,667 | |||||||||||
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, shares subscribed not issued, shares | 20,308,890 | 99,344 | ||||||||||
Common stock, shares subscribed not issued | $ (3,068,945) | $ (124,567) | ||||||||||
Dividend rate | ||||||||||||
Board of Directors [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Exercise price, warrants | $ 1 | |||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||
Minimum [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Exercise price, warrants | 0.01 | |||||||||||
Maximum [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Exercise price, warrants | 2.20 | |||||||||||
Private Placement [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||
Tranche One [Member] | Private Placement [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Exercise price, warrants | $ 0.25 | |||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||
Number of shares issued in private placement, shares | 1,008,000 | |||||||||||
Number of shares issued in private placement, value | $ 252,000 | |||||||||||
Proceeds from issuance of common stock | 157,046 | |||||||||||
Proceeds from issuance of warrants | $ 94,854 | |||||||||||
Warrants vesting, description | These warrants will vest in increments of thirds with the first 1/3 being vested on April 17, 2017, second increment of 1/3 on April 17, 2018, and last 1/3 on April 17, 2019. | |||||||||||
Volatility rate | 180.00% | |||||||||||
Expected life | 5 years | |||||||||||
Risk free interest rate | 1.24% | |||||||||||
Dividend rate | 0.00% | |||||||||||
Tranche Two [Member] | Private Placement [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Exercise price, warrants | $ 0.25 | |||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||
Number of shares issued in private placement, shares | 2,640,000 | |||||||||||
Number of shares issued in private placement, value | $ 660,000 | |||||||||||
Proceeds from issuance of common stock | 411,515 | |||||||||||
Proceeds from issuance of warrants | $ 248,221 | |||||||||||
Warrants vesting, description | These warrants will vest in increments of thirds with the first 1/3 being vested on May 16, 2017, second increment of 1/3 on May 16, 2018, | |||||||||||
Volatility rate | 179.00% | |||||||||||
Expected life | 5 years | |||||||||||
Risk free interest rate | 1.29% | |||||||||||
Dividend rate | 0.00% | |||||||||||
Tranche Two [Member] | Private Placement [Member] | Board of Directors [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Number of shares issued in private placement, shares | 1,200,000 | |||||||||||
Number of shares issued in private placement, value | $ 300,000 | |||||||||||
Ortsbo Inc [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Shares issued, price per share | $ 0.50 | |||||||||||
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 | |||||||||||
Business acquisition equity interest issued, number of shares | 12,998,682 | |||||||||||
Business acquisition equity interest issued, value | $ 1,806,609 | |||||||||||
Number of shares reserved but not issued, shares | 18,988,318 | |||||||||||
Number of shares reserved but not issued, value | $ 2,639,071 | |||||||||||
Intangible assets aquisition cost | $ 5,421,068 | |||||||||||
Common Stock [Member] | ||||||||||||
Common Stock (Textual) | ||||||||||||
Number of convertible preferred stock converted | 936,000 | |||||||||||
Common stock, shares authorized | 400,000,000 | |||||||||||
Stock issued to consultants and vendors | $ 329 | |||||||||||
Stock issued to consultants and vendors, shares | 329,000 | |||||||||||
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 | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Beginning Balance, Number of shares | 201,000 | |
Conversion of preferred stock into common stock | (201,000) | |
Ending Balance, Number of shares |
Preferred Stock and Warrants 43
Preferred Stock and Warrants (Details 1) - USD ($) | May 17, 2016 | Nov. 05, 2015 | Feb. 04, 2015 | Oct. 06, 2014 | Sep. 02, 2014 | May 30, 2014 | Apr. 23, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | May 01, 2016 | Apr. 18, 2016 | Mar. 21, 2016 | Dec. 30, 2015 | Sep. 28, 2015 | Oct. 27, 2014 | Jun. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May 31, 2013 | Mar. 28, 2013 | May 31, 2016 | May 31, 2015 | May 31, 2014 |
Beginning balance, Outstanding | 771,000 | 5,522,666 | 4,786,000 | 771,000 | ||||||||||||||||||||
Issued | 1,750,000 | |||||||||||||||||||||||
Exercised Warrants, shares | (70,000) | |||||||||||||||||||||||
Exercised Warrants | $ 1 | |||||||||||||||||||||||
Ending balance, Outstanding | 771,000 | 39,055,346 | 5,522,666 | 4,786,000 | ||||||||||||||||||||
Exercise Price | $ 0.25 | |||||||||||||||||||||||
Expiration | Apr. 7, 2019 | |||||||||||||||||||||||
Equity Value | $ 23,240 | $ 1,460,617 | $ 8,046,130 | $ 4,464,307 | $ 4,225,199 | |||||||||||||||||||
Advisory board [Member] | ||||||||||||||||||||||||
Issued | 300,000 | |||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||
Line of credit [Member] | ||||||||||||||||||||||||
Issued | 800,000 | |||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||
Expiration | Apr. 7, 2019 | |||||||||||||||||||||||
Equity Value | $ 1,495,200 | |||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||
Beginning balance, Outstanding | 11,690,000 | 11,690,000 | ||||||||||||||||||||||
Issued | 469,000 | 305,000 | 135,000 | |||||||||||||||||||||
Ending balance, Outstanding | 11,690,000 | 11,690,000 | ||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||||
Equity Value | $ 234,969 | $ 224,135 | $ 135,989 | |||||||||||||||||||||
Shares issued of repriced | 260,000 | |||||||||||||||||||||||
Equity value of repriced | $ 261,906 | |||||||||||||||||||||||
Expiration date of repriced | Jan. 29, 2019 | |||||||||||||||||||||||
Exercise Price of repriced | $ 0.25 | |||||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||||
Issued | 469,000 | 305,000 | 135,000 | |||||||||||||||||||||
Exercise Price | $ 2 | $ 2 | $ 2 | |||||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||||
Equity Value | ||||||||||||||||||||||||
Shares issued of repriced | 260,000 | |||||||||||||||||||||||
Equity value of repriced | ||||||||||||||||||||||||
Expiration date of repriced | Jan. 29, 2019 | |||||||||||||||||||||||
Exercise Price of repriced | $ 0.25 | |||||||||||||||||||||||
Series C warrants [Member] | ||||||||||||||||||||||||
Issued | 83,333 | 666,667 | 33,333 | 166,667 | ||||||||||||||||||||
Exercise Price | $ 2.20 | $ 2.20 | $ 2.20 | $ 2.20 | ||||||||||||||||||||
Expiration | Sep. 2, 2019 | May 30, 2019 | Apr. 23, 2019 | Jun. 27, 2019 | ||||||||||||||||||||
Equity Value | $ 38,584 | $ 187,574 | $ 9,395 | |||||||||||||||||||||
Series D warrants [Member] | ||||||||||||||||||||||||
Issued | 33,333 | 33,333 | ||||||||||||||||||||||
Exercise Price | $ 2.20 | $ 2.20 | ||||||||||||||||||||||
Expiration | Oct. 6, 2019 | Oct. 27, 2019 | ||||||||||||||||||||||
Equity Value | $ 15,567 | $ 15,667 | ||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Issued | 100,000 | 70,000 | 130,000 | 165,000 | 1,704,680 | 1,750,000 | 20,400,000 | 12,000 | 370,000 | 401,000 | ||||||||||||||
Exercise Price | $ 1 | $ 1 | $ 1.50 | $ 0.54 | $ 0.01 | $ 0.25 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | $ 0.31 | $ 1.42 | ||||||||||||
Expiration | Oct. 16, 2017 | Feb. 4, 2020 | May 30, 2019 | Jun. 7, 2018 | May 1, 2021 | Mar. 21, 2021 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | ||||||||||||||
Equity Value | $ 211,670 | $ 119,072 | $ 1,580,980 | $ 3,744 | $ 543,530 | $ 917,087 | ||||||||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||||||||
Issued | 330,000 | |||||||||||||||||||||||
Exercise Price | $ 1.50 | |||||||||||||||||||||||
Expiration | May 30, 2019 | |||||||||||||||||||||||
Equity Value | $ 165,330 | |||||||||||||||||||||||
Warrant [Member] | Consultant one [Member] | ||||||||||||||||||||||||
Issued | 5,000 | |||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||
Expiration | May 31, 2017 | |||||||||||||||||||||||
Equity Value | $ 990 | |||||||||||||||||||||||
Warrant [Member] | Advisory board [Member] | ||||||||||||||||||||||||
Issued | 1,750,000 | 300,000 | ||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 1 | ||||||||||||||||||||||
Expiration | Mar. 21, 2021 | Aug. 31, 2020 | ||||||||||||||||||||||
Equity Value | $ 41,246 | $ 233,490 | ||||||||||||||||||||||
Warrant [Member] | Consultant two [Member] | ||||||||||||||||||||||||
Issued | 100,000 | 4,000,000 | 15,000 | |||||||||||||||||||||
Exercise Price | $ 1 | $ 0.25 | $ 1.50 | |||||||||||||||||||||
Expiration | Oct. 16, 2017 | May 1, 2021 | May 31, 2017 | |||||||||||||||||||||
Equity Value | $ 23,240 | $ 721,200 | $ 2,970 | |||||||||||||||||||||
Warrant [Member] | Private placement [Member] | ||||||||||||||||||||||||
Issued | 2,640,000 | 1,008,000 | ||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||
Expiration | May 17, 2021 | Apr. 18, 2021 | ||||||||||||||||||||||
Equity Value | $ 248,221 | $ 94,854 | ||||||||||||||||||||||
Warrant [Member] | Line of credit [Member] | ||||||||||||||||||||||||
Issued | 1,700,000 | |||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||
Expiration | Apr. 7, 2019 | |||||||||||||||||||||||
Equity Value | $ 519,520 |
Preferred Stock and Warrants 44
Preferred Stock and Warrants (Details Textual) - USD ($) | Nov. 05, 2015 | Mar. 02, 2015 | Feb. 04, 2015 | Oct. 06, 2014 | Aug. 14, 2014 | Jun. 07, 2013 | May 01, 2016 | Mar. 21, 2016 | Dec. 30, 2015 | Sep. 28, 2015 | Nov. 15, 2013 | May 31, 2013 | Mar. 28, 2013 | Feb. 03, 2015 | May 31, 2016 | May 31, 2015 | May 31, 2014 |
Warrants issued to purchase common stock | 1,750,000 | ||||||||||||||||
Exercise price, warrants | $ 0.25 | ||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Term of warrant | 5 years | ||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||
Dividend rate | |||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||
Conversion into common stock, Value | $ 201,000 | ||||||||||||||||
Conversion into common stock, Units | 201,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 100,000 | 70,000 | 130,000 | 165,000 | 1,704,680 | 1,750,000 | 20,400,000 | 12,000 | 370,000 | 401,000 | |||||||
Exercise price, warrants | $ 1 | $ 1 | $ 1.50 | $ 0.54 | $ 0.01 | $ 0.25 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | $ 0.31 | $ 1.42 | |||||
Warrants, description | These warrants will vest in increments of 1/3 with the first 1/3 being vested on March 21, 2017, second increment of 1/3 on March 21, 2018, and last 1/3 on March 21, 2019. | ||||||||||||||||
Number of warrants issued under subscription agreements | 936,000 | 936,000 | 936,000 | ||||||||||||||
Term of warrant | 5 years | 5 years | 5 years | 4 years 3 months 18 days | 3 years 8 months 12 days | ||||||||||||
Expiration | Oct. 16, 2017 | Feb. 4, 2020 | May 30, 2019 | Jun. 7, 2018 | May 1, 2021 | Mar. 21, 2021 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | |||||||
Minimum [Member] | |||||||||||||||||
Exercise price, warrants | $ 0.01 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Exercise price, warrants | $ 2.20 | ||||||||||||||||
Line of credit [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 800,000 | ||||||||||||||||
Exercise price, warrants | $ 1 | ||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||
Line of credit [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 1,700,000 | ||||||||||||||||
Exercise price, warrants | $ 1 | ||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Risk free interest rate | 1.65% | ||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||
Consultant [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 330,000 | ||||||||||||||||
Exercise price, warrants | $ 1.50 | ||||||||||||||||
Expiration | May 30, 2019 | ||||||||||||||||
Consultant [Member] | Minimum [Member] | Warrant [Member] | |||||||||||||||||
Exercise price, warrants | $ 1 | ||||||||||||||||
Consultant [Member] | Maximum [Member] | Warrant [Member] | |||||||||||||||||
Exercise price, warrants | $ 1.50 | ||||||||||||||||
Consultant one [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 5,000 | ||||||||||||||||
Exercise price, warrants | $ 1 | ||||||||||||||||
Expiration | May 31, 2017 | ||||||||||||||||
Consultant two [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 100,000 | 4,000,000 | 15,000 | ||||||||||||||
Exercise price, warrants | $ 1 | $ 0.25 | $ 1.50 | ||||||||||||||
Expiration | Oct. 16, 2017 | May 1, 2021 | May 31, 2017 | ||||||||||||||
Volatility rate | 178.00% | 180.00% | |||||||||||||||
Expected life | 2 years | 5 years | |||||||||||||||
Risk free interest rate | 0.85% | 1.28% | |||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 300,000 | ||||||||||||||||
Exercise price, warrants | $ 1 | ||||||||||||||||
Board of Directors Chairman [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 1,750,000 | 300,000 | |||||||||||||||
Exercise price, warrants | $ 0.25 | $ 1 | |||||||||||||||
Term of warrant | 5 years | ||||||||||||||||
Expiration | Mar. 21, 2021 | Aug. 31, 2020 | |||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||
Board of Directors Chairman [Member] | Minimum [Member] | Warrant [Member] | |||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||
Board of Directors Chairman [Member] | Maximum [Member] | Warrant [Member] | |||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||
Risk free interest rate | 1.42% | ||||||||||||||||
Consulting Firm One [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 200,000 | ||||||||||||||||
Term of warrant | 5 years | ||||||||||||||||
Consulting Firm Two [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 130,000 | ||||||||||||||||
Term of warrant | 5 years | ||||||||||||||||
Consulting Firm Three [Member] | Warrant [Member] | |||||||||||||||||
Warrants issued to purchase common stock | 20,000 | ||||||||||||||||
Term of warrant | 5 years |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Warrant [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Recognized gain | $ 1,081,984 |
Employee Benefit and Incentiv46
Employee Benefit and Incentive Plans (Details) - $ / shares | Mar. 02, 2015 | Aug. 14, 2014 | Mar. 21, 2016 | May 31, 2016 | May 31, 2015 |
Option Indexed to Issuer's Equity [Line Items] | |||||
Options exercisable, Number of shares | 10,390,000 | ||||
Ending Balance, Weighted Average Exercise Price Per share | $ 0.29 | ||||
Stock Options [Member] | |||||
Option Indexed to Issuer's Equity [Line Items] | |||||
Beginning Balance, Number of shares | 1,804,500 | ||||
Granted, Number of shares | 757,500 | 1,047,000 | 8,775,000 | 8,775,000 | 1,804,500 |
Exercised, Number of shares | |||||
Cancelled, forfeited or expired, Number of shares | (189,500) | ||||
Ending Balance, Number of shares | 10,390,000 | 1,804,500 | |||
Options exercisable, Number of shares | 3,417,500 | ||||
Fair value of options vested, Number of shares | 1,456,301 | ||||
Beginning Balance, Weighted Average Exercise Price Per share | $ 0.49 | ||||
Granted, Weighted Average Exercise Price Per share | 0.25 | 1 | |||
Exercised , Weighted Average Exercise Price Per share | |||||
Cancelled, forfeited or expired, Weighted Average Exercise Price Per share | 1 | ||||
Ending Balance, Weighted Average Exercise Price Per share | 0.28 | $ 0.49 | |||
Options exercisable, Weighted Average Exercise Price Per share | 0.51 | ||||
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee Benefit and Incentiv47
Employee Benefit and Incentive Plans (Details 1) - $ / shares | Mar. 02, 2015 | Aug. 14, 2014 | Mar. 21, 2016 |
Fair value of options granted : | |||
Stock price | $ 0.60 | $ 1 | $ 0.20 |
Exercise price | 1 | 1 | 0.25 |
Weighted-average fair value of options granted | $ 0.50 | $ 0.90 | $ 0.25 |
Dividend | |||
Stock Options [Member] | |||
Fair value of options granted : | |||
Total number of shares issued under options | 757,500 | 1,047,000 | 8,775,000 |
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 : | |||
Estimated volatility (all options) | 150.00% | 150.00% | 180.00% |
Forfeiture rate (all options) | 0.00% | 0.00% | 0.00% |
Five Year Option [Member] | |||
Fair value of options granted : | |||
Time to expiration - days | 1826 days | 1826 days | 1826 days |
Risk free interest rate | 1.57% | 1.58% | 1.38% |
Employee Benefit and Incentiv48
Employee Benefit and Incentive Plans (Details Textual) - USD ($) | Mar. 02, 2015 | Aug. 14, 2014 | Mar. 21, 2016 | May 31, 2016 | Aug. 21, 2015 | May 31, 2015 |
Employee benefit and incentive plans (textual) | ||||||
Vested weighted-average remaining contractual term | 3 years 10 months 24 days | |||||
Unvested options expected shares | 6,972,500 | |||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.29 | |||||
Unvested weighted average remaining term | 4 years 7 months 21 days | |||||
Unearned stock based compensation | $ 1,555,476 | |||||
Weighted average period | 1 year 8 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 | $ 0.28 | $ 0.49 | ||||
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 that vest contingent on revenue targets have expired unvested, and 15,000 options have vested on April 1, 2015. | 8,750,000 of the stock options granted on March 21, 2016 vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. | |||
Stock options granted | 520,000 | 710,000 | 8,750,000 | 8,775,000 | ||
Options vesting terms, Description | The remaining 25,000 options all have immediate vesting terms. |
Related Party Balances and Tr49
Related Party Balances and Transactions (Details) - USD ($) | May 01, 2016 | Sep. 15, 2015 | Mar. 21, 2016 | Sep. 30, 2015 | May 31, 2016 | May 31, 2015 | Dec. 30, 2015 | Sep. 28, 2015 |
Related Party Transaction [Line Items] | ||||||||
Related party liability | $ 16,654 | $ 468,766 | ||||||
Related party expenses | 146,982 | 794,085 | ||||||
Managerial service cost | 92,589 | |||||||
Related party development cost | 54,393 | |||||||
Warrants issued | 1,750,000 | |||||||
Warrants exercise price | $ 0.25 | |||||||
Warrants valued | $ 41,246 | |||||||
Warrants repriced value | $ 0.25 | |||||||
Warrant expiry date | May 1, 2021 | Mar. 21, 2021 | ||||||
Related party transaction, description | Per the resolution, 500,000 common shares for each director and 250,000 for each advisory board member would be issued when the following milestones are met: (i) $3.5 million in new revenue generated and realized within 12 months of the start date and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date; or (ii) $5 million of new revenue generated and realized within 24 months of the start date and minimum of 5 new recurring revenue contracts being signed within 12 months of the start date. | |||||||
Consulting expense | $ 200,000 | 1,392,165 | $ 745,719 | |||||
Bonus payable | 100,000 | |||||||
Convertible secured debenture issued | $ 4,550,388 | |||||||
Private placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount received from directors as subscription | $ 100,000 | |||||||
Shares issued, price per share | $ 0.25 | |||||||
Former Debt [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares issue | 4,686,182 | |||||||
CEO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Secured Debt | 200,000 | |||||||
Cash obligations as employee | 294,906 | |||||||
Consultant forgiven | $ 18,200 | |||||||
Description of convertible debenture | (i) a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. | |||||||
Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Secured Debt | $ 170,468 | $ 170,468 | ||||||
Director [Member] | Convertible secured debentures [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Secured Debt | $ 1,075,000 | |||||||
Board of Directors Chairman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued | 300,000 | |||||||
Warrants exercise price | $ 1 | |||||||
Warrants valued | $ 233,490 | |||||||
Issuance of common stock, shares | 1,200,000 | |||||||
Issuance of common stock, value | $ 300,000 | |||||||
Shares issued, price per share | $ 0.25 | |||||||
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 | |||||||
Value of the intangible assets acquired | 5,421,068 | |||||||
Fair value for acquisition of Intellectual property | $ 16,968,888 | |||||||
Shares issued, price per share | $ 0.50 | |||||||
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Schedule of components of income tax expense (benefit) | ||
Current | ||
Deferred | (6,473,887) | (1,121,962) |
Change in valuation allowance | 6,473,887 | 1,121,962 |
Provision for income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Schedule of effective income tax rate reconciliation | ||
Income tax at statutory rate | 35.00% | 35.00% |
Permanent differences | (8.00%) | (11.00%) |
Change in valuation allowance | (27.00%) | (24.00%) |
Total | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | May 31, 2016 | May 31, 2015 |
Schedule of deferred tax assets | ||
Net operating losses | $ 5,116,331 | $ 2,835,823 |
Intangible Assets | 4,193,378 | |
Less: valuation allowance | (9,309,709) | (2,835,823) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Income Taxes (Textual) | ||
Income tax at statutory rate | 35.00% | 35.00% |
Net operating loss carry-forward | $ 14,618,084 | $ 8,100,000 |
Operating loss carryforwards, expiration dates | Expire in 2033. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 06, 2016 | Aug. 18, 2016 | Jul. 22, 2016 | May 31, 2016 |
Subsequent events (textual) | ||||
Advance from director | $ 100,000 | |||
Subsequent Event [Member] | ||||
Subsequent events (textual) | ||||
Notes receivable | $ 155,000 | |||
Warrants issued | 90,000 | 800,000 | ||
Exercise price of warrants | $ 0.25 | $ 0.25 | ||
Proceeds from issuance of common stock | $ 200,000 | |||
Issuance of common stock, Shares | 800,000 | |||
Common stock of warrant exercise price | $ 0.25 |