Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2016 | Oct. 17, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | YAPPN CORP. | |
Entity Central Index Key | 1,511,735 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,208,985 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2016 | May 31, 2016 |
Current assets: | ||
Cash | $ 38,914 | $ 448,575 |
Accounts receivable | 4,406 | 29,244 |
Note receivable | 968,289 | 1,123,289 |
Prepaid expenses | 109,384 | 113,262 |
Total current assets | 1,120,993 | 1,714,370 |
Equipment, net | 13,612 | 14,632 |
Intangible assets | 4,418,735 | 4,676,221 |
Total Assets | 5,553,340 | 6,405,223 |
Current liabilities: | ||
Accounts payable | 545,657 | 533,030 |
Accrued expenses | 695,596 | 840,034 |
Accrued development and related expenses - related party | 16,654 | |
Short term loans | 155,299 | 284,451 |
Convertible promissory notes and debentures | 1,131,932 | 2,454,824 |
Total current liabilities | 2,528,484 | 4,128,993 |
Other liabilities: | ||
Long term accrued interest | 781,057 | 577,231 |
Long term secured debentures | 4,550,388 | 4,550,388 |
Convertible secured debentures | 485,104 | 375,279 |
Total Liabilities | 8,345,033 | 9,631,891 |
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 38,258,617 issued and outstanding (May 31, 2016 - 30,081,163) | 15,918 | 15,100 |
Common stock, par value $.0001 per share, 19,077,162 shares subscribed not issued (May 31, 2016 - 20,308,890) | 2,753,138 | 3,068,945 |
Additional paid-in capital | 17,886,947 | 15,353,712 |
Deficit | (23,447,696) | (21,664,425) |
Total Stockholders' Deficit | (2,791,693) | (3,226,668) |
Total Liabilities And Stockholders' Deficit | $ 5,553,340 | $ 6,405,223 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Aug. 31, 2016 | May 31, 2016 |
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 | 38,258,617 | 30,081,163 |
Common stock, shares outstanding | 38,258,617 | 30,081,163 |
Common stock, par value of shares subscribed not issued | $ 0.0001 | $ 0.0001 |
Common stock, shares subscribed not issued | 19,077,162 | 20,308,890 |
Series A Convertible preferred stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 100,068 | $ 758,159 |
Cost of revenue | 6,543 | 128,471 |
Gross profit | 93,525 | 629,688 |
Operating expenses: | ||
Marketing | 10,372 | 102,785 |
Research and development expenses | 120,204 | 95,070 |
General and administrative expenses | 400,516 | 352,133 |
Professional fees | 85,734 | 91,569 |
Consulting | 49,726 | 102,000 |
Depreciation | 1,025 | 91 |
Amortization | 266,649 | |
Stock based compensation | 473,988 | 112,642 |
Total operating expenses | 1,408,214 | 856,290 |
Loss from operations | (1,314,689) | (226,602) |
Other expense/(income): | ||
Interest expense | 287,053 | 153,985 |
Financing expense on issuance of convertible notes and common stock | 89,490 | |
Change in fair value of convertible promissory notes and convertible secured debentures | 172,260 | (801,639) |
Prepayment fees on variable notes | 177,232 | |
Miscellaneous expense/(income) | 9,269 | (12,318) |
Total other expense/(income) | 468,582 | (393,250) |
Net (loss)/income before taxes | (1,783,271) | 166,648 |
Provision for income taxes | ||
Net (loss)/income and comprehensive loss | $ (1,783,271) | $ 166,648 |
Net (loss)/income per weighted-average shares of common stock - basic | $ (0.06) | $ 0.01 |
Net (loss)/income per weighted-average shares of common stock - diluted | $ (0.06) | $ 0.01 |
Weighted-average number of shares of common stock issued and outstanding - basic | 31,218,711 | 13,422,941 |
Weighted-average number of shares of common stock issued and outstanding - diluted | 31,218,711 | 16,254,733 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Common Stock Subscribed | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at May. 31, 2015 | $ (6,643,283) | $ 13,423 | $ 124,567 | $ 7,981,579 | $ (14,762,852) | |
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 issued on conversion of debt | 305,307 | $ 305,307 | ||||
Shares 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 | ||||
Stock-based compensation | 423,988 | 423,988 | ||||
Issuance of warrants classified as equity | 57,827 | 57,827 | ||||
Common stock associated with common stock and warrants financing | 141,307 | $ 100 | 141,207 | |||
Common stock associated with common stock and warrants financing, shares | 1,000,000 | |||||
Warrants associated with common stock and warrant financing | 108,693 | 108,693 | ||||
Shares issued on conversion of debt | 1,802,238 | $ 718 | 1,801,520 | |||
Shares issued on conversion of debt, shares | 7,177,454 | |||||
Shares to be issued for debenture conversion | (305,307) | $ (305,307) | ||||
Shares to be issued for debenture conversion, shares | (1,221,228) | |||||
Stocks to be issued under prior obligation | (10,500) | $ (10,500) | ||||
Stocks to be issued under prior obligation, shares | (10,500) | |||||
Net loss | (1,783,271) | (1,783,271) | ||||
Ending Balance at Aug. 31, 2016 | $ (2,791,693) | $ 15,918 | $ 2,753,138 | $ 17,886,947 | $ (23,447,696) | |
Ending Balance, Shares at Aug. 31, 2016 | 38,258,617 | 19,077,162 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net and comprehensive (loss)/income | $ (1,783,271) | $ 166,648 |
Adjustments to reconcile net (loss)/income to cash used in operating activities: | ||
Depreciation | 1,025 | 91 |
Amortization | 266,649 | |
Stock based compensation | 473,988 | 112,642 |
Change in fair value of derivative liabilities and convertible notes | 172,260 | (801,639) |
Financing expense on issuance of convertible promissory notes, and common stock | 89,490 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 24,838 | 7,520 |
Note receivable | 155,000 | |
Prepaid expenses | 3,878 | (43,070) |
Accounts payable and accrued liabilities | 230,946 | 162,056 |
Accrued development and related expenses - related party | (16,654) | (193,616) |
Net Cash Used in Operating Activities | (471,341) | (499,878) |
Cash Flows From Investing Activity: | ||
Expenditures on patents | (9,168) | |
Net Cash Used in Investing Activity | (9,168) | |
Cash Flows From Financing Activities: | ||
Proceeds from convertible promissory notes and debentures | 90,750 | |
Proceeds from line of credit, net | (942,025) | |
Proceeds from secured debentures | 1,830,695 | |
Repayments of short term loans | (29,152) | (152,395) |
Repayment of convertible promissory notes and debentures | (340,846) | |
Proceeds from common stock private placement | 100,000 | |
Net Cash Provided by Financing Activities | 70,848 | 486,179 |
Net decrease in cash | (409,661) | (13,699) |
Cash, beginning of period | 448,575 | 19,496 |
Cash, end of period | 38,914 | 5,797 |
Non Cash Investing and Financing Activities Information: | ||
Common stock issued on exercise of warrants | 37,100 | |
Conversion of short term loan | 100,000 | 1,494,305 |
Private placement of units in settlement of payables | 50,000 | |
Common stock issued for conversion of debt | 1,802,238 | |
Cash paid for interest during the three month period | $ 5,000 | $ 49,885 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 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 interim condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements of the Company as of August 31, 2016, and for the three month periods ended August 31, 2016 and August 31, 2015, are unaudited. However, in the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of August 31, 2016 and August 31, 2015, and the results of its operations and its cash flows for the three month period ended August 31, 2016 and August 31, 2015. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2017. The accompanying interim condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2016 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. 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 beginning after December 15, 2015 and interim periods beginning after December 15, 2016. 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 | 3 Months Ended |
Aug. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The accompanying interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has incurred a deficit of $23,447,696 through August 31, 2016. As of August 31, 2016, the Company had a working capital deficit of $1,407,491. During the three months ended August 31, 2016, net cash used in operating activities was $471,341. 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 interim 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 three months ended August 31, 2016, the Company raised $70,848 through various financial instruments, net of repayments. Subsequent to the three month ended August 31, 2016, the Company raised $500,000 in cash proceeds (Note 13). 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
Concentration of Credit Risk | 3 Months Ended |
Aug. 31, 2016 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 3. Concentration of Credit Risk All of the Company’s revenues are attributed to a small number of customers. One former customer comprises 100% of the note receivable balance as at August 31, 2016 and 0% of the revenue recorded for the three months ended August 31, 2016 and 100% of the revenue for the three months ended August 31, 2015. Intelligent Content Enterprises (“ICE”) comprises 53% of revenue recorded for the three months ended August 31, 2016. The Company billed ICE $59,681 for the three month ended August 31, 2016, none of which has been recorded as part of the accounts receivable or revenue. 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 of fiscal 2016 for Digital Widget Factory (Belize) (“DWF”) was not met and further revenues in fiscal 2017 will not be recorded 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 ICE in exchange for common 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 of fiscal 2016, the Company executed a promissory note from DWF, for the outstanding value of the billings of $2,125,000 (of which $968,289 is recorded as a note receivable at August 31, 2016 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. The note receivable is past due on contractual payments by $807,500 as at August 31, 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 interim condensed consolidated financial statements, as the maximum value recorded is limited to what has previously been recorded as revenue as at August 31, 2016. |
Acquisition of Intellectual Pro
Acquisition of Intellectual Property | 3 Months Ended |
Aug. 31, 2016 | |
Acquisition of Intellectual Property [Abstract] | |
Acquisition of Intellectual Property | 4. Acquisition of Intellectual Property 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 to Ortsbo or its designees. 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 which remain outstanding as at August 31, 2016. 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 $5,421,067 on September 15, 2015. Intangible Assets Technology Patents Issued Total Balance on Acquisition - September 15, 2015 $ 5,278,773 $ 142,294 $ - $ 5,421,067 Additions - 21,522 - 21,522 Amortization (747,830 ) - - (747,830 ) Disposal - (18,538 ) - (18,538 ) Balance, May 31, 2016 $ 4,530,943 $ 145,278 $ - $ 4,676,221 Additions - 9,163 - 9,163 Issuance - (23,250 ) 23,250 - Amortization (263,940 ) - (2,709 ) (266,649 ) Balance, August 31, 2016 $ 4,267,003 $ 131,191 $ 20,541 $ 4,418,735 |
Short Term Loans
Short Term Loans | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Short Term Loans | 5. Short Term Loans The Company has a past due term loan originated on April 1, 2014 with an interest rate of 1% per month. The Company repaid $15,483 (Canadian $20,000) during the three months ended August 31, 2016. As at August 31, 2016, the loan had a value of $90,588 ($118,815 Canadian). The Company has a past due term loan originated on January 7, 2014 with an interest rate of 1% per month. The Company repaid $13,899 (Canadian $18,125) during the three months ended August 31, 2016. As at August 31, 2016, the loan had a value of $64,711 ($75,000 Canadian). 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. The Company completed this closing on August 31, 2016 and the loan was applied against the private placement (Note 9). The following is a summary of Short Term Loans: Principal amounts April 1, January 7, Other Loans Total Fair value at May 31, 2015 $ 152,545 $ 82,817 $ 556,566 $ 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 ) (4,251 ) (19,726 ) (33,423 ) Conversions - - (1,832,768 ) (1,832,768 ) Repayments (37,214 ) - (403,805 ) (441,019 ) Fair value at May 31, 2016 $ 105,885 $ 78,566 $ 100,000 $ 284,451 Borrowing during the first quarter - - - - Fair value adjustments 186 44 - 230 Conversions - - (100,000 ) (100,000 ) Repayments (15,483 ) (13,899 ) - (29,382 ) Fair value at August 31, 2016 $ 90,588 $ 64,711 $ - $ 155,299 |
Line of Credit Arrangement and
Line of Credit Arrangement and Secured Debentures | 3 Months Ended |
Aug. 31, 2016 | |
Line of Credit Arrangement and Secured Debentures [Abstract] | |
Line of Credit Arrangement and Secured Debentures | 6. Line of Credit Arrangement and Secured Debentures On April 7, 2014, the Company finalized its line of credit arrangement whereby the Company 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. 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 August 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 quarter of fiscal 2016, 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, a current director, 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. $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 August 31, 2016, was $4,550,388 (Note 12). Interest expense for the three month period ended August 31, 2016 was $136,512 ($63,805 for the three months ended August 31, 2015). Interest expense is recorded in accrued expenses on the interim condensed consolidated balance sheet. |
Convertible Promissory Notes an
Convertible Promissory Notes and Debentures | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Convertible Promissory Notes and Debentures | 7. Convertible Promissory Notes and Debentures The following is a summary of the convertible promissory notes and debentures as of August 31, 2016: Principal amounts: Convertible Promissory Notes and Conversions Total Outstanding Principal Total Borrowings Borrowing on January 29, 2014 $ 395,000 $ (260,000 ) $ 135,000 Borrowing on February 27, 2014 305,000 - 305,000 Borrowing on April 1, 2014 469,000 (175,000 ) 294,000 Borrowing on April 23, 2014 50,000 50,000 Borrowing on May 31, 2014 1,000,000 (1,000,000 ) - Borrowing on June 27, 2014 250,000 - 250,000 Borrowing on September 2, 2014 125,000 (125,000 ) - Borrowing on October 6, 2014 50,000 - 50,000 Borrowing on October 27, 2014 50,000 - 50,000 Total $ 2,694,000 $ 1,560,000 $ 1,134,000 Balance at May 31, 2015 $ 1,945,833 Fair Value adjustment 768,991 Conversions (260,000 ) Balance at May 31, 2016 $ 2,454,824 Fair Value adjustment (22,892 ) Conversions (1,300,000 ) Balance at August 31, 2016 $ 1,131,932 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. The notes mature 24 months from the issuance date and has an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $1.00 per share repriced from $1.50 due to a breach to previously contracted price protection clauses which have expired. 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. The convertible debentures due on January 29, February 27, 2016, and April 1, 2016 respectively 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. In fiscal 2016, $260,000 in principal value of debenture holders took the offer for additional investment and repricing of both warrants (Note 9). During the three month period ended August 31, 2016, $175,000 in principal value of debenture holders took conversion but only the Series A warrants were repriced (Notes 9 and 10). The holders of $175,000 in principal converted have the right to an additional issuance of shares if Company closes a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share. Interest expense for the three month period ended August 31, 2016 was $43,760 ($17,679 for the three months ended August 31, 2015). Interest expense is recorded in accrued expenses on the interim condensed consolidated balance sheet. Convertible Debentures with Series C or Series D Warrants During late fiscal 2014, and early fiscal 2015 the Company authorized and issued 1,050 Units for $1,050,000 to private investors, and 475 Units for $475,000 to seven independent accredited investors respectively. The 475 Units were issued in exchange for $300,000 in cash and release of $90,777 (Canadian $100,000) in the loan originated on January 7, 2014 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; and (ii) a warrant entitling the holder thereof to purchase 700,000 shares of common stock (Series C Warrant) and 316,666 shares of common stock (Series D Warrant) at a purchase price of $2.20 per share that expires in 5 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. During the fourth quarter of fiscal 2016 and first quarter of fiscal 2017 $1,125,000 in principal value of debenture holders converted their outstanding debentures and accrued interest into common stock of the company as well as received amendments to their warrants price of $0.25 (Notes 9 and 10). The holders of $1,125,000 in principal converted have the right to an additional issuance of shares if Company closes a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share. All remaining term and conditions still same as before. Interest expense for the three month period ended August 31, 2016 was $28,878 ($23,063 for the three months ended August 31, 2015). Interest expense is recorded in accrued expenses on the interim condensed consolidated balance sheet. |
Convertible Secured Debentures
Convertible Secured Debentures | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Convertible Secured Debentures | 8. Convertible Secured Debentures On December 30, 2015, the Company completed a secured debenture and warrant financing of $2,040,000 ($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 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. 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 of fiscal 2016 (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 difference between the fair value and face value of the debentures is to be accreted up to face value over the term to maturity using the effective interest method. The carrying value of the debenture liability as at August 31, 2016 is $273,714 for the December 30, 2015 closing and $11,390 for the May 1, 2016 closing. 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 ) Change in fair value (from commitment date) 170,932 4,347 175,279 Convertible secured debenture at fair value at May 31, 2016 $ 170,932 $ 4,347 $ 175,279 Change in fair value 102,782 7,043 109,825 Convertible secured debenture at fair value at August 31, 2016 $ 273,714 $ 11,390 $ 285,104 On May 1, 2016, the Company completed a 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. The $200,000 debenture was accounted for as a single debt instrument. Interest expense for the three month period ended August 31, 2016 was $72,314 ($nil for the three months ended August 31, 2016). Interest expense is recorded in accrued expenses on the interim condensed consolidated balance sheet. |
Common Stock
Common Stock | 3 Months Ended |
Aug. 31, 2016 | |
Common Stock [Abstract] | |
Common Stock | 9. Common Stock On August 31, 2015 the Company issued 11,667 shares of common stock in the form of a cashless exercise of warrants with a previous allocation to equity of $37,100 in full settlement of warrants issued to a variable note holder that was extinguished in fiscal 2016. 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, at a purchase price of $0.25 per unit, 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. 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. The 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, at a purchase price of $0.25 per unit, 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 12) 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. The 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%. On August 31, 2016, the Company issued 1,000,000 shares of common stock for $200,000 cash received and settlement of $50,000 in prior obligations against the third tranche of a private placement of units, at a purchase price of $0.25 per unit, 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). All of the shares from the third tranche were issued to four members of the board of directors. (Note 12) These warrants will vest in increments of thirds with the first 1/3 being vested on August 31, 2017, second increment of 1/3 on August 31, 2018, and last 1/3 on August 31, 2019. The Company completed a relative fair value calculation to allocate the proceeds between common stock and warrants for $141,307 and $108,693 respectively. The assumptions used for valuation were: Volatility 191%, expected life of five years, risk free interest rate of 1.19%, and dividend rate of 0%. The Company closed a fourth tranche of the same private placement as above subsequent to quarter end (Note 13). On June 13, 2016, principal and interest totaling $305,307 was converted into 1,221,228 of common shares as part of the conversion of convertible debt as described in Note 7. The common shares to be issued were recorded as an obligation as at May 17, 2016 however the issuance did not occur until June 13, 2016 On August 31, 2016, principal and interest totaling $1,489,057 was converted into 5,956,226 of common shares as part of the conversion of convertible debt as described in Note 7. On September 23, principal and interest totaling $262,592 was converted into 1,050,368 of common shares as part of the conversion of convertible debt as described in Note 13. Registration Statement The Company filed a Registration Statement on Form S-1 (File No. 333-199569) (the “ Registration Statement SEC |
Preferred Stock and Warrants
Preferred Stock and Warrants | 3 Months Ended |
Aug. 31, 2016 | |
Preferred Stock and Warrants [Abstract] | |
Preferred Stock and Warrants | 10. Preferred Stock and Warrants Series A Preferred Stock The Company has an authorized limit of 50,000,000 shares of preferred stock, par value $0.0001 with none issued and outstanding as at August 31, 2016 and May 31, 2016. Warrants The following is a summary of warrants issued, exercised and expired through August 31, 2016: Shares Equity Exercise 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 165,000 211,365 $ 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 260,000 268,770 $ 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 9,022 $ 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 294,000 147,294 $ 1.00 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 175,000 93,660 $ 0.25 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 - Repriced 666,667 214,212 $ 0.25 May 30, 2019 Exercised and expired - - - - Total – as of May 31, 2014 4,786,000 4,273,403 Issued Series D warrants on June 27, 2014 166,667 - $ 2.20 June 27, 2019 Issued Series D warrants on September 2, 2014 - Repriced 83,333 41,593 $ 0.25 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 4,515,520 Issued warrants to advisory board on September 28, 2015 300,000 233,490 $ 0.25 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 94,691 $ 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 8,150,788 Issued warrants to consultant on July 6, 2016 90,000 22,500 $ 0.25 July 6, 2018 Issued warrants to advisory board member on August 25, 2016 250,000 559 $ 0.25 August 25, 2021 Issued warrants for private placement on August 31, 2016 1,000,000 108,693 $ 0.25 August 31, 2021 Exercised and expired - - - - Total – as of August 31, 2016 40,395,346 8,282,540 The outstanding warrants at August 31, 2016 and May 31, 2016 have a weighted average exercise price of approximately $0.26 and $0.31 respectively and have an approximate weighted average remaining life of 4.1 and 4.3 years, respectively. Warrants vesting terms and repricing related to Convertible debentures, Secured Converted Debentures, and Common Stock Private Placement are described in Notes 7, 8, and Note 9. All warrants not described in other notes to the financial statements, vested immediately upon issuance. Warrants issued to consultants in fiscal 2016 and to the advisory board are described below. 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 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%. The Company issued 250,000 warrants on August 25, 2016 to a new advisory board member at an exercise price of $0.25 with expiry date of August 25, 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 August 25, 2017, second increment of 1/3 on August 25, 2018, and last 1/3 on August 25, 2019. The assumptions used for valuation were: Volatility 191%, expected life of five years, risk free interest rate of 1.13%, and dividend rate of 0%. |
Employee Benefit and Incentive
Employee Benefit and Incentive Plans | 3 Months Ended |
Aug. 31, 2016 | |
Employee Benefit and Incentive Plans [Abstract] | |
Employee Benefit and Incentive Plans | 11. Employee Benefit and Incentive Plans On August 14, 2014, the Board of Directors approved the adoption of the 2014 Stock Option Plan, which was ratified by the shareholders on December 22, 2014. On August 21, 2015, the Company amended its 2014 Stock Option Plan to increase the number of options available to 25,000,000. The following table outlines the options granted and related disclosures: Stock Weighted- 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 Granted in fiscal 2017 3,200,000 0.25 Exercised - - Cancelled, forfeited or expired (385,000 ) 1.00 Outstanding at August 31, 2016 13,205,000 $ 0.25 Options exercisable at August 31, 2016 4,069,167 $ 0.44 Fair value of options vested as at August 31, 2016 $ 1,826,217 $ - As at August 31, 2016, vested and exercisable options do not have any intrinsic value and have a weighted-average remaining contractual term of 4.0 years. It is expected the 9,135,833 unvested options will ultimately vest. These options have a weighted average exercise price of $0.26 per share and a weighted average remaining term of 4.58 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at August 31, 2016 and the option’s exercise price, for all options that are in the money. This value was $nil as at August 31, 2016. As at August 31, 2016, there is $1,800,919 of unearned stock based compensation cost related to stock options granted that have not yet vested (9,135,833 options). This cost is expected to be recognized over a remaining weighted average period of 1.6 years. 710,000 and 520,000 of the stock options granted on August 14, 2014 and March 2, 2015 respectively vest 1/3 immediately, 1/3 after one year and 1/3 after two years. The remaining options have immediate vesting terms or have been cancelled or expired. 8,750,000 and 3,200,000 of the stock options granted on March 21, 2016 and August 25, 2016 respectively 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 issued on March 21, 2106 have immediate vesting terms. The estimated fair value of options granted is measured using the binomial model using the following assumptions: Fiscal 2015 Fiscal 2016 Fiscal 2017 Total number of shares issued under options 1,804,500 8,775,000 3,200,000 Stock price $ 0.60-1.00 $ 0.20 $ 0.20 Exercise price $ 1.00 $ 0.25 $ 0.25 Time to expiration – days (2 year options) 730 NA NA Time to expiration – days (5 year options) 1,826 1,826 1,826 Risk free interest rate (2 year options) .42-.66 % NA % NA % Risk free interest rate (5 year options) 1.57-1.58 % 1.38 % 1.13 % Forfeiture rate (all options) 0 % 0 % 0 % Estimated volatility (all options) 150 % 180 % 191 % Weighted-average fair value of options granted 0.50-0.90 0.25 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 | 3 Months Ended |
Aug. 31, 2016 | |
Related Party Balances and Transactions [Abstract] | |
Related Party Balances and Transactions | 12. Related Party Balances and Transactions Services provided by Intertainment Media, Inc. personnel in the prior fiscal year 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 fiscal year 2016, 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. $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. Payment to Intertainment Media was satisfied in full during the first quarter ending August 31, 2016. 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 an anticipated second closing of the same convertible secured debenture financing closed on December 30, 2015 (Note 8). This $170,468 closing occurred on May 1, 2016. The Company issued 300,000 warrants on September 28, 2015 to advisors prior to their appointment as members of 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. These warrants were repriced to $0.25 on March 21, 2016 and are valued at $233,490. The Company issued 1,750,000 warrants on March 21, 2016 to members of 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. The Company issued 250,000 warrants on August 25, 2016 to a recently appointed Advisory Board member at an exercise price of $0.25 with expiry date of August 25, 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 prior to May 1, 2016, 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 1,000,000 of the shares from the 3 rd 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 of Directors as well as the Advisory Board receive common shares for the Company reaching revenue milestones. Per the resolution, 500,000 common shares for each member of the Board of Directors 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 of the CEO which was February 22, 2016 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. On August 25, 2016 a recently appointed Advisory Board member received the same contingent common stock award of 250,000 common shares as described above for the March 21, 2016 award to Advisory Board members. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On September 21, 2016, $224,000 in principal value of debenture holders converted their outstanding debentures and accrued interest into common stock of the company as well as received amendments to their Series A, C or D warrants as applicable to a price of $0.25. The holders of $224,000 in principal converted have the right to an additional issuance of shares if Company closes a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share (Note 10). All remaining terms and conditions remain the same. On September 21, 2016, a debenture holder with a principal value of $100,000 agreed to extend the outstanding debenture to May 31, 2017 with no penalty interest from default date to May 31, 2017 in exchange for both Series A and B warrants repriced to $0.35. On September 23, 2016, the Company issued 780,000 shares of common stock for $195,000 cash received against the fourth tranche and final 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. These warrants will vest in increments of thirds with the first 1/3 being vested on September 23, 2017, second increment of 1/3 on September 23, 2018, and last 1/3 on September 23, 2019. On September 30, 2016, the Company issued 120,000 shares of common stock as settlement against prior accounts payables. On October 3, 2016, the Company filed a request to withdraw is previously filed Registration Statement on Form S-1 (File No. 333-207292), with the Securities and Exchange Commission (the “SEC”). On October 3, 2016 the Company filed a new Registration Statement on Form S-1 (File No. 333-213947) (the “Registration Statement”) with the Securities and Exchange Commission for up to 14,840,964 shares of Yappn Corp.’s $0.0001 par value per share common stock (the "Common Stock") issuable to certain selling stockholders that are issued and outstanding and upon conversion of promissory notes, related past due accrued interest and penalties and/or warrants currently held by those selling stockholders, specifically (i) 8,227,821 shares of Common Stock issued and outstanding (ii) 907,200 shares of Common Stock issuable to them upon exercise of promissory notes (iii) 273,272 shares of Common Stock issuable underlying past due accrued interest and penalties and (iv) 5,432,671 shares of Common Stock issuable to them upon exercise of warrants. The warrants have an exercise price varying from $0.25 to $2.20 per share (subject to adjustment). The Registration Statement has not yet been declared effective. On various dates in October 2016, a director advanced the Company $500,000 to be subscribed as a part of a future secured debt financing in which the Company is currently finalizing the definitive agreements which will be followed by a formal approval by its Board of Directors of the definitive agreements and the total dollar amount approved. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 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 interim condensed consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements of the Company as of August 31, 2016, and for the three month periods ended August 31, 2016 and August 31, 2015, are unaudited. However, in the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of August 31, 2016 and August 31, 2015, and the results of its operations and its cash flows for the three month period ended August 31, 2016 and August 31, 2015. These results are not necessarily indicative of the results expected for the fiscal year ending May 31, 2017. The accompanying interim condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited consolidated financial statements as of May 31, 2016 filed with the Securities and Exchange Commission, for additional information including significant accounting policies. |
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 beginning after December 15, 2015 and interim periods beginning after December 15, 2016. The Company has determined there is no material impact to the accounting treatment of its hybrid financial instruments based on this new standard. |
Acquisition of Intellectual P21
Acquisition of Intellectual Property (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Acquisition of Intellectual Property [Abstract] | |
Schedule of intangible assets | Intangible Assets Technology Patents Issued Total Balance on Acquisition - September 15, 2015 $ 5,278,773 $ 142,294 $ - $ 5,421,067 Additions - 21,522 - 21,522 Amortization (747,830 ) - - (747,830 ) Disposal - (18,538 ) - (18,538 ) Balance, May 31, 2016 $ 4,530,943 $ 145,278 $ - $ 4,676,221 Additions - 9,163 - 9,163 Issuance - (23,250 ) 23,250 - Amortization (263,940 ) - (2,709 ) (266,649 ) Balance, August 31, 2016 $ 4,267,003 $ 131,191 $ 20,541 $ 4,418,735 |
Short Term Loans (Tables)
Short Term Loans (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Summary of short term loans | Principal amounts April 1, January 7, Other Loans Total Fair value at May 31, 2015 $ 152,545 $ 82,817 $ 556,566 $ 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 ) (4,251 ) (19,726 ) (33,423 ) Conversions - - (1,832,768 ) (1,832,768 ) Repayments (37,214 ) - (403,805 ) (441,019 ) Fair value at May 31, 2016 $ 105,885 $ 78,566 $ 100,000 $ 284,451 Borrowing during the first quarter - - - - Fair value adjustments 186 44 - 230 Conversions - - (100,000 ) (100,000 ) Repayments (15,483 ) (13,899 ) - (29,382 ) Fair value at August 31, 2016 $ 90,588 $ 64,711 $ - $ 155,299 |
Convertible Promissory Notes 23
Convertible Promissory Notes and Debentures (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Summary of convertible notes and debentures | Principal amounts: Convertible Promissory Notes and Conversions Total Outstanding Principal Total Borrowings Borrowing on January 29, 2014 $ 395,000 $ (260,000 ) $ 135,000 Borrowing on February 27, 2014 305,000 - 305,000 Borrowing on April 1, 2014 469,000 (175,000 ) 294,000 Borrowing on April 23, 2014 50,000 50,000 Borrowing on May 31, 2014 1,000,000 (1,000,000 ) - Borrowing on June 27, 2014 250,000 - 250,000 Borrowing on September 2, 2014 125,000 (125,000 ) - Borrowing on October 6, 2014 50,000 - 50,000 Borrowing on October 27, 2014 50,000 - 50,000 Total $ 2,694,000 $ 1,560,000 $ 1,134,000 Balance at May 31, 2015 $ 1,945,833 Fair Value adjustment 768,991 Conversions (260,000 ) Balance at May 31, 2016 $ 2,454,824 Fair Value adjustment (22,892 ) Conversions (1,300,000 ) Balance at August 31, 2016 $ 1,131,932 |
Convertible Secured Debentures
Convertible Secured Debentures (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [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 ) Change in fair value (from commitment date) 170,932 4,347 175,279 Convertible secured debenture at fair value at May 31, 2016 $ 170,932 $ 4,347 $ 175,279 Change in fair value 102,782 7,043 109,825 Convertible secured debenture at fair value at August 31, 2016 $ 273,714 $ 11,390 $ 285,104 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Preferred Stock and Warrants [Abstract] | |
Schedule of warrants | Shares Equity Exercise 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 165,000 211,365 $ 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 260,000 268,770 $ 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 9,022 $ 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 294,000 147,294 $ 1.00 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 175,000 93,660 $ 0.25 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 - Repriced 666,667 214,212 $ 0.25 May 30, 2019 Exercised and expired - - - - Total – as of May 31, 2014 4,786,000 4,273,403 Issued Series D warrants on June 27, 2014 166,667 - $ 2.20 June 27, 2019 Issued Series D warrants on September 2, 2014 - Repriced 83,333 41,593 $ 0.25 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 4,515,520 Issued warrants to advisory board on September 28, 2015 300,000 233,490 $ 0.25 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 94,691 $ 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 8,150,788 Issued warrants to consultant on July 6, 2016 90,000 22,500 $ 0.25 July 6, 2018 Issued warrants to advisory board member on August 25, 2016 250,000 559 $ 0.25 August 25, 2021 Issued warrants for private placement on August 31, 2016 1,000,000 108,693 $ 0.25 August 31, 2021 Exercised and expired - - - - Total – as of August 31, 2016 40,395,346 8,282,540 |
Employee Benefit and Incentiv26
Employee Benefit and Incentive Plans (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Employee Benefit and Incentive Plans [Abstract] | |
Schedule of the options granted and related disclosures | Stock Weighted- 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 Granted in fiscal 2017 3,200,000 0.25 Exercised - - Cancelled, forfeited or expired (385,000 ) 1.00 Outstanding at August 31, 2016 13,205,000 $ 0.25 Options exercisable at August 31, 2016 4,069,167 $ 0.44 Fair value of options vested as at August 31, 2016 $ 1,826,217 $ - |
Schedule of estimated fair value of options granted | Fiscal 2015 Fiscal 2016 Fiscal 2017 Total number of shares issued under options 1,804,500 8,775,000 3,200,000 Stock price $ 0.60-1.00 $ 0.20 $ 0.20 Exercise price $ 1.00 $ 0.25 $ 0.25 Time to expiration – days (2 year options) 730 NA NA Time to expiration – days (5 year options) 1,826 1,826 1,826 Risk free interest rate (2 year options) .42-.66 % NA % NA % Risk free interest rate (5 year options) 1.57-1.58 % 1.38 % 1.13 % Forfeiture rate (all options) 0 % 0 % 0 % Estimated volatility (all options) 150 % 180 % 191 % Weighted-average fair value of options granted 0.50-0.90 0.25 0.25 Dividend - - - |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - Intertainment Media Inc [Member] - shares | Sep. 15, 2015 | Mar. 31, 2013 |
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 ($) | 3 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2016 | |
Going Concern (Textual) | |||
Deficit | $ (23,447,696) | $ (21,664,425) | |
Working capital deficit | 1,407,491 | ||
Net cash used in operating activities | (471,341) | $ (499,878) | |
Amount raised through various financial instruments | 70,848 | ||
Cash proceeds subsequent to period end | $ 500,000 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) | 3 Months Ended | ||
Aug. 31, 2016USD ($)Customer$ / sharesshares | Aug. 31, 2015 | May 31, 2016USD ($)$ / shares | |
Concentration of Credit Risk (Textual) | |||
Note receivable | $ | $ 968,289 | $ 1,123,289 | |
Due on contractual payments | $ | $ 807,500 | ||
Stock price | $ / shares | $ 0.20 | $ 0.20 | |
Intelligent Content Enterprises [Member] | |||
Concentration of Credit Risk (Textual) | |||
Percentage of revenues | 53.00% | ||
Revenues | $ | $ 59,681 | ||
Sale of stock, number of shares issued in transaction | shares | 24,000,000 | ||
Stock issued during period, value | $ | $ 2,125,000 | ||
Dwf [Member] | |||
Concentration of Credit Risk (Textual) | |||
Sale of stock, number of shares issued in transaction | shares | 2,250,000 | ||
Dwf [Member] | Stock options [Member] | |||
Concentration of Credit Risk (Textual) | |||
Purchase of common shares | shares | 1,000,000 | ||
Common stock value | $ | $ 550,000 | ||
Stock price | $ / shares | $ 0.55 | ||
Offered price increase | $ / shares | 0.05 | ||
Offered price | $ / shares | $ 0.75 | ||
Exercisable unit, value | $ | $ 987,500 | ||
Dwf [Member] | Stock Options One [Member] | |||
Concentration of Credit Risk (Textual) | |||
Purchase of common shares | shares | 1,250,000 | ||
Stock price | $ / shares | $ 0.35 | ||
Offered price increase | $ / shares | 0.05 | ||
Offered price | $ / shares | $ 0.50 | ||
Exercisable unit, value | $ | $ 437,500 | ||
Revenue [Member] | |||
Concentration of Credit Risk (Textual) | |||
Percentage of revenues | 0.00% | 100.00% | |
Accounts Receivable [Member] | |||
Concentration of Credit Risk (Textual) | |||
Number of customer | Customer | 1 | ||
Percentage of revenues | 100.00% |
Acquisition of Intellectual P30
Acquisition of Intellectual Property (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Aug. 31, 2016 | May 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | $ 4,676,221 | $ 5,421,067 |
Additions | 9,163 | 21,522 |
Issuance | ||
Amortization | (266,649) | (747,830) |
Disposal | (18,538) | |
Ending Balance on Acquisition | 4,418,735 | 4,676,221 |
Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | 4,530,943 | 5,278,773 |
Additions | ||
Issuance | ||
Amortization | (263,940) | (747,830) |
Disposal | ||
Ending Balance on Acquisition | 4,267,003 | 4,530,943 |
Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | 145,278 | 142,294 |
Additions | 9,163 | 21,522 |
Issuance | (23,250) | |
Amortization | ||
Disposal | (18,538) | |
Ending Balance on Acquisition | 131,191 | 145,278 |
Issued Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | ||
Additions | ||
Issuance | 23,250 | |
Amortization | (2,709) | |
Disposal | ||
Ending Balance on Acquisition | $ 20,541 |
Acquisition of Intellectual P31
Acquisition of Intellectual Property (Details Textual) - USD ($) | Sep. 15, 2015 | Aug. 31, 2016 |
Former Debt [Member] | ||
Acquisition of Intellectual Property (Textual) | ||
Number of shares issued during acquisitions, shares | 4,686,182 | |
Ortsbo Inc [Member] | ||
Acquisition of Intellectual Property (Textual) | ||
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 | 5,421,067 | |
Fair value for acquisition of Intellectual property | $ 16,968,888 |
Short Term Loans (Details)
Short Term Loans (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2016 | |
Short-term Debt [Line Items] | |||
Fair value | $ 284,451 | $ 791,928 | $ 791,928 |
Borrowing | 155,299 | 284,451 | |
Fair value adjustments | 230 | (33,423) | |
Conversions | (100,000) | (1,832,768) | |
Repayments | 29,152 | 152,395 | |
Fair value | 155,299 | 284,451 | |
Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 328,265 | ||
Borrowing during the second quarter [Member] | |||
Short-term Debt [Line Items] | |||
Fair value adjustments | 1,201,000 | ||
Borrowing during the third quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 170,468 | ||
Borrowing during the fourth quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 100,000 | ||
April 1, 2014 Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Fair value | 105,885 | 152,545 | 152,545 |
Fair value adjustments | 186 | (9,446) | |
Conversions | |||
Repayments | (15,483) | (37,214) | |
Fair value | 90,588 | 105,885 | |
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 | 78,566 | 82,817 | 82,817 |
Fair value adjustments | 44 | (4,251) | |
Conversions | |||
Repayments | (13,899) | ||
Fair value | 64,711 | 78,566 | |
January 7, 2014 Term Loan [Member] | Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | |||
Fair value adjustments | 44 | ||
Conversions | |||
Repayments | (13,899) | ||
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 | 100,000 | $ 556,566 | 556,566 |
Fair value adjustments | (19,726) | ||
Conversions | (100,000) | (1,832,768) | |
Repayments | (403,805) | ||
Fair value | 100,000 | ||
Other Loans [Member] | Borrowing during the first quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | 328,265 | ||
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 | ||
Other Loans [Member] | Borrowing during the fourth quarter [Member] | |||
Short-term Debt [Line Items] | |||
Borrowing | $ 100,000 |
Short Term Loans (Details Textu
Short Term Loans (Details Textual) | 3 Months Ended | ||||||||
Aug. 31, 2016USD ($)$ / shares | Aug. 31, 2016CAD | Aug. 31, 2016CAD | Aug. 25, 2016$ / shares | May 31, 2016USD ($)$ / shares | Mar. 21, 2016$ / shares | Nov. 05, 2015$ / shares | Apr. 01, 2014 | Jan. 07, 2014 | |
Short Term Loans (Textual) | |||||||||
Interest rate percent | 1.00% | 1.00% | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Exercise price, warrants | $ 0.25 | $ 0.25 | $ 0.25 | $ 1 | |||||
Short term loans | $ | $ 155,299 | $ 284,451 | |||||||
Director [Member] | Private Placement [Member] | |||||||||
Short Term Loans (Textual) | |||||||||
Common stock, par value | $ 0.25 | ||||||||
Short term loans | $ | $ 100,000 | ||||||||
April 1, 2014 Term Loan [Member] | |||||||||
Short Term Loans (Textual) | |||||||||
Repayment of principle | 15,483 | CAD 20,000 | |||||||
Loan value | 90,588 | CAD 118,815 | |||||||
January 7, 2014 Term Loan [Member] | |||||||||
Short Term Loans (Textual) | |||||||||
Repayment of principle | 13,899 | CAD 18,125 | |||||||
Loan value | $ 64,711 | CAD 75,000 |
Line of Credit Arrangement an34
Line of Credit Arrangement and Secured Debentures (Details) - USD ($) | Apr. 07, 2014 | Jun. 19, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2016 | Sep. 15, 2015 |
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||
Line of credit maximum borrowing capacity | $ 3,000,000 | |||||
Line of credit facility, interest rate at end | 12.00% | |||||
Interest rate during period | 1.00% | |||||
Line of credit | ||||||
Secured debentures | $ 2,000,000 | |||||
Cash received | 2,500,000 | |||||
Amount of debt conversion | $ 2,000,000 | |||||
Existing debt | $ 4,500,000 | |||||
Secured debt repayment | 925,000 | |||||
Cash repayment | $ 465,000 | |||||
Line of credit facility agreement term | 2 years | |||||
Line of credit borrowed | $ 150,000 | |||||
Annual interest rate | 12.00% | |||||
First Tranche of Secured Debentures [Member] | ||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||
Secured debentures | $ 4,500,000 | |||||
Maturity date description | Extend the maturity date of the Secured Debentures from December 31, 2015 to July 15, 2020. | |||||
Secured debentures payment terms | At any time after the earlier of (i) six (6) months from the date of first issuance of any subsequent Debentures; and (ii) June 30, 2016, to require the Company to satisfy the outstanding obligations underlying the Secured Debenture; provided, however, that at least two thirds (66.67%) of the Holders of the principal amount of the Secured Debentures consent to a put of their Secured Debentures to the Company. | |||||
Ortsbo [Member] | ||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||
Secured debentures | $ 4,550,388 | |||||
Interest expense | $ 136,512 | $ 63,805 | ||||
Ortsbo [Member] | First Tranche of Secured Debentures [Member] | ||||||
Line of Credit Arrangement and Secured Debentures (Textual) | ||||||
Assumed debt | $ 975,388 |
Convertible Promissory Notes 35
Convertible Promissory Notes and Debentures (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2016 | May 31, 2016 | |
Total Borrowings | ||
Total | $ 1,134,000 | |
Balance | 2,454,824 | $ 1,945,833 |
Fair Value adjustment | (22,892) | 768,991 |
Conversions | (1,300,000) | (260,000) |
Balance | 1,131,932 | $ 2,454,824 |
Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 2,694,000 | |
Conversions [Member] | ||
Total Borrowings | ||
Total | 1,560,000 | |
Borrowing on January 29, 2014 [Member] | ||
Total Borrowings | ||
Total | 135,000 | |
Borrowing on January 29, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 395,000 | |
Borrowing on January 29, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (260,000) | |
Borrowing on February 27, 2014 [Member] | ||
Total Borrowings | ||
Total | 305,000 | |
Borrowing on February 27, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 305,000 | |
Borrowing on February 27, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on April 1, 2014 [Member] | ||
Total Borrowings | ||
Total | 294,000 | |
Borrowing on April 1, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 469,000 | |
Borrowing on April 1, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (175,000) | |
Borrowing on April 23, 2014 [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on April 23, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on April 23, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on May 31, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on May 31, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 1,000,000 | |
Borrowing on May 31, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (1,000,000) | |
Borrowing on June 27, 2014 [Member] | ||
Total Borrowings | ||
Total | 250,000 | |
Borrowing on June 27, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 250,000 | |
Borrowing on June 27, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on September 2, 2014 [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on September 2, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 125,000 | |
Borrowing on September 2, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | (125,000) | |
Borrowing on October 6, 2014 [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 6, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 6, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total | ||
Borrowing on October 27, 2014 [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 27, 2014 [Member] | Convertible Promissory Notes and Debentures [Member] | ||
Total Borrowings | ||
Total | 50,000 | |
Borrowing on October 27, 2014 [Member] | Conversions [Member] | ||
Total Borrowings | ||
Total |
Convertible Promissory Notes 36
Convertible Promissory Notes and Debentures (Details Textual) | Apr. 01, 2014USD ($)$ / sharesshares | Jan. 07, 2014USD ($) | Jan. 07, 2014CAD | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Aug. 31, 2016USD ($)$ / shares | May 31, 2016USD ($)$ / shares | Aug. 31, 2015USD ($) | May 31, 2016USD ($)$ / shares | May 31, 2015USD ($)$ / sharesshares | May 30, 2016$ / shares |
Short-term Debt [Line Items] | |||||||||||
Convertible promissory note par value | $ 100 | ||||||||||
Current stock price | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||
Series A Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Amount of debt conversion | $ | $ 175,000 | ||||||||||
Accredited Investors [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Amount of debt conversion | $ 90,777 | CAD 100,000 | |||||||||
Convertible Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Principal amount of convertible promissory note | $ | $ 469,000 | $ 305,000 | $ 395,000 | ||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | ||||||||
Convertible promissory notes, Unit | shares | 469 | 305 | 395 | ||||||||
Convertible promissory note par value | $ 100 | $ 100 | $ 100 | ||||||||
Purchase price | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||
Funding total, cash | $ | $ 1,069,000 | $ 1,069,000 | $ 1,069,000 | ||||||||
Funding total, retirement debt obligation | $ | $ 100,000 | $ 100,000 | $ 100,000 | $ 90,777 | |||||||
Notes mature period | 24 months | 24 months | 24 months | 24 months | |||||||
Interest rate on convertible promissory note for future if not paid | 16.00% | ||||||||||
Conversion price | $ 1 | ||||||||||
Amount of debt conversion | $ | 300,000 | $ 300,000 | |||||||||
Trade payables | $ | $ 50,000 | ||||||||||
Convertible Promissory Note [Member] | Series A Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Current stock price | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | ||||||||
Convertible Promissory Note [Member] | Series B warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Current stock price | $ 2 | $ 2 | $ 2 | ||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | ||||||||
Convertible Promissory Note [Member] | Series C warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Purchase price | $ 2.20 | ||||||||||
Common stock to warrant holder | shares | 700,000 | ||||||||||
Convertible Promissory Note [Member] | Series D Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Purchase price | $ 2.20 | ||||||||||
Common stock to warrant holder | shares | 316,666 | ||||||||||
Convertible Promissory Note [Member] | Private Investors [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible promissory notes, Unit | shares | 1,050 | ||||||||||
Convertible promissory notes | $ | $ 1,050,000 | ||||||||||
Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible promissory notes, Unit | shares | 475 | ||||||||||
Convertible promissory notes | $ | $ 475,000 | ||||||||||
Convertible Debentures with Series A and B Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Principal amount of convertible promissory note | $ | $ 260,000 | ||||||||||
Notes mature period | 5 years | ||||||||||
Current stock price | $ 0.25 | ||||||||||
Conversion price | $ 0.20 | ||||||||||
Debt Instrument, 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%. | ||||||||||
Additional borrowings | $ | $ 175,000 | ||||||||||
Amount of debt conversion | $ | $ 43,760 | $ 17,679 | |||||||||
Convertible Debentures With Series C Or Series D Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest rate on convertible promissory note | 6.00% | ||||||||||
Notes mature period | 5 years | 24 months | |||||||||
Conversion price | $ 1.5 | ||||||||||
Amount of debt conversion | $ | $ 28,878 | $ 1,125,000 | $ 23,063 | ||||||||
Warrants price | $ 0.25 |
Convertible Secured Debenture37
Convertible Secured Debentures (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 01, 2016 | Dec. 30, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Gross proceeds | $ 100,000 | |||
Convertible secured debentures [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) | |
Change in fair value (from commitment date) | 4,347 | 170,932 | 175,279 | |
Convertible notes and debt at fair value | 4,347 | 170,932 | 175,279 | |
Change in fair value | 7,043 | 102,782 | 109,825 | |
Convertible notes and debt at fair value | $ 11,390 | $ 273,714 | $ 285,104 |
Convertible Secured Debenture38
Convertible Secured Debentures (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
May 01, 2016 | Dec. 30, 2015 | Sep. 30, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2016 | May 31, 2015 | Nov. 30, 2015 | |
Short-term Debt [Line Items] | ||||||||
Gross proceeds from private placement | $ 100,000 | |||||||
Subscription receivable | $ 46,000 | |||||||
Volatility rate | 191.00% | 180.00% | 150.00% | |||||
Dividend rate | ||||||||
Warrants associated with a secured convertible debenture | $ 1,700,052 | |||||||
Convertible secured debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Gross proceeds from private placement | $ 2,086,000 | $ 4,550,388 | ||||||
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. | |||||||
Value for warrants by binomial model | $ 119,072 | |||||||
Volatility rate | 180.00% | |||||||
Expected life | 5 years | |||||||
Risk free interest rate | 1.28% | |||||||
Dividend rate | 0.00% | |||||||
Carrying value of the debenture liability | $ 11,390 | 69,687 | $ 273,714 | |||||
Beneficial conversion feature | 51,396 | 459,020 | ||||||
Warrants associated with a secured convertible debenture | 1,580,980 | |||||||
Net of subscription receivable written off | 2,040,000 | |||||||
Interest expense | 72,314 | |||||||
Additional Paid-in Capital [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Beneficial conversion feature | $ 459,020 | |||||||
Warrants associated with a secured convertible debenture | $ 1,700,052 | |||||||
Director [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Gross proceeds from private placement | $ 1,783,526 | |||||||
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 | |||||||
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 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. | |||||||
Volatility rate | 177.00% | |||||||
Expected life | 5 years | |||||||
Risk free interest rate | 1.80% | |||||||
Dividend rate | 0.00% | |||||||
Net of subscription receivable written off | $ 2,040,000 | |||||||
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. | |||||||
Debenture was accounted for as a single debt instrument | $ 200,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Aug. 31, 2016 | Jun. 13, 2016 | Mar. 21, 2016 | Sep. 15, 2015 | Sep. 23, 2016 | May 17, 2016 | Apr. 18, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | May 31, 2014 | May 31, 2016 | May 31, 2015 | Sep. 21, 2016 | Aug. 25, 2016 | Nov. 05, 2015 | Sep. 28, 2015 |
Common Stock (Textual) | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 0.25 | $ 1 | ||||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||||||||||
Common Stock, shares subscribed | 19,077,162 | 19,077,162 | 20,308,890 | |||||||||||||||||
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. | |||||||||||||||||||
Volatility rate | 191.00% | 180.00% | 150.00% | |||||||||||||||||
Dividend rate | ||||||||||||||||||||
Common stock shares issuable for conversion | 7,592,667 | |||||||||||||||||||
Shares issued on conversion of debt | $ 1,802,238 | $ 305,307 | ||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued on conversion of debt | $ 1,489,057 | $ 305,307 | ||||||||||||||||||
Shares issued on conversion of debt, shares | 5,956,226 | 1,221,228 | ||||||||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued on conversion of debt | $ 262,592 | |||||||||||||||||||
Shares issued on conversion of debt, shares | 1,050,368 | |||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Warrants exercise price | $ 1 | |||||||||||||||||||
Tranche One [Member] | Private Placement [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Warrants exercise price | $ 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. | |||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||
Risk free interest rate | 1.24% | |||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||
Tranche Two [Member] | Private Placement [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Warrants exercise price | $ 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 | |||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||
Risk free interest rate | 1.29% | |||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||
Tranche Two [Member] | Board of Directors [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued, price per share | $ 0.25 | $ 0.25 | ||||||||||||||||||
Tranche Two [Member] | Board of Directors [Member] | Private Placement [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 | |||||||||||||||||||
Tranche Three [Member] | Private Placement [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Warrants exercise price | 0.25 | 0.25 | ||||||||||||||||||
Shares issued, price per share | 0.25 | $ 0.25 | ||||||||||||||||||
Number of shares issued in private placement, shares | 1,000,000 | |||||||||||||||||||
Number of shares issued in private placement, value | $ 200,000 | |||||||||||||||||||
Common stock issued for settlement of debt | 50,000 | |||||||||||||||||||
Proceeds from issuance of common stock | 141,307 | |||||||||||||||||||
Proceeds from issuance of warrants | $ 108,693 | |||||||||||||||||||
Warrants vesting, description | These warrants will vest in increments of thirds with the first 1/3 being vested on August 31, 2017, second increment of 1/3 on August 31, 2018, and last 1/3 on August 31, 2019. | |||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||
Risk free interest rate | 1.19% | |||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||
Tranche Three [Member] | Board of Directors [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued, price per share | 0.25 | $ 0.25 | ||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Warrants exercise price | 1 | 1 | ||||||||||||||||||
Volatility rate | 178.00% | |||||||||||||||||||
Expected life | 186 days | 54 days | ||||||||||||||||||
Risk free interest rate | 1.38% | |||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued, price per share | $ 0.20 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Warrants exercise price | $ 2.20 | $ 2.20 | ||||||||||||||||||
Volatility rate | 180.00% | |||||||||||||||||||
Expected life | 241 days | 91 days | ||||||||||||||||||
Risk free interest rate | 1.42% | |||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||||||||||
JMJ Financial [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Risk free interest rate | ||||||||||||||||||||
Dividend rate | ||||||||||||||||||||
JMJ Financial [Member] | Minimum [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Expected life | 225 days | 212 days | 115 days | 389 days | ||||||||||||||||
Risk free interest rate | 0.27% | 0.06% | 0.07% | 0.10% | ||||||||||||||||
JMJ Financial [Member] | Maximum [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Expected life | 230 days | 325 days | 346 days | 436 days | ||||||||||||||||
Risk free interest rate | 0.30% | 0.26% | 0.22% | 0.11% | ||||||||||||||||
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, value | 15,993,500 | |||||||||||||||||||
Intangible assets acquisition cost | $ 5,421,068 | |||||||||||||||||||
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 | 18,988,318 | |||||||||||||||||||
Number of shares reserved but not issued, value | $ 2,639,071 | |||||||||||||||||||
Conversion of convertible debt interest | $ 136,512 | $ 63,805 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||
Stock issued to consultants and vendors | $ 329 | |||||||||||||||||||
Stock issued to consultants and vendors, shares | 329,000 | |||||||||||||||||||
Common stock issued on cashless exercise of warrants | $ 37,100 | |||||||||||||||||||
Common stock issued on cashless exercise of warrants, shares | 11,667 | |||||||||||||||||||
Shares issued on conversion of debt | $ 718 | |||||||||||||||||||
Shares issued on conversion of debt, shares | 7,177,454 |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details) - USD ($) | Aug. 25, 2016 | Jul. 06, 2016 | Apr. 18, 2016 | Mar. 21, 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 17, 2016 | May 01, 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. 31, 2013 | Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Apr. 07, 2014 |
Beginning balance, Outstanding | 771,000 | 4,786,000 | 40,395,346 | 4,786,000 | 4,786,000 | 4,786,000 | 771,000 | ||||||||||||||||||||||
Issued | 250,000 | 1,750,000 | 100,000 | 39,055,346 | |||||||||||||||||||||||||
Exercised and expired, shares | |||||||||||||||||||||||||||||
Exercised and expired | |||||||||||||||||||||||||||||
Exercised Warrants, shares | (70,000) | ||||||||||||||||||||||||||||
Exercised Warrants | $ 1 | ||||||||||||||||||||||||||||
Ending balance, Outstanding | 771,000 | 28,412,666 | 40,395,346 | 4,786,000 | 4,786,000 | ||||||||||||||||||||||||
Issued to Lender - Line of Credit | 1,801,520 | ||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 1 | $ 0.25 | |||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||||||||||
Equity Value | $ 23,240 | $ 1,460,617 | $ 8,282,540 | $ 8,150,788 | $ 4,515,520 | $ 4,273,403 | |||||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||||||||||
Issued | 800,000 | ||||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | |||||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | Apr. 7, 2019 | |||||||||||||||||||||||||||
Shares issued of repriced | 1,700,000 | ||||||||||||||||||||||||||||
Equity Value | $ 1,495,200 | ||||||||||||||||||||||||||||
Series A warrants [Member] | |||||||||||||||||||||||||||||
Beginning balance, Outstanding | 11,690,000 | 11,690,000 | 11,690,000 | 11,690,000 | 11,690,000 | ||||||||||||||||||||||||
Issued | 294,000 | 305,000 | 135,000 | ||||||||||||||||||||||||||
Ending balance, Outstanding | 11,690,000 | 11,690,000 | 11,690,000 | ||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | |||||||||||||||||||||||||||
Shares issued of repriced | 175,000 | 260,000 | |||||||||||||||||||||||||||
Equity value of repriced | $ 93,660,000 | $ 268,770 | |||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | Jan. 29, 2019 | |||||||||||||||||||||||||||
Exercise Price of repriced | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||
Equity Value | $ 147,294 | $ 224,135 | $ 135,989 | ||||||||||||||||||||||||||
Series B warrants [Member] | |||||||||||||||||||||||||||||
Issued | 469,000 | 469,000 | 135,000 | ||||||||||||||||||||||||||
Exercise Price | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||||||||
Expiration | Apr. 1, 2019 | Feb. 27, 2019 | |||||||||||||||||||||||||||
Shares issued of repriced | 260,000 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 9,022 | ||||||||||||||||||||||||||||
Expiration date of repriced | Jan. 29, 2019 | ||||||||||||||||||||||||||||
Exercise Price of repriced | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | |||||||||||||||||||||||||||||
Series C warrants [Member] | |||||||||||||||||||||||||||||
Issued | 83,333 | 33,333 | |||||||||||||||||||||||||||
Exercise Price | $ 2.20 | ||||||||||||||||||||||||||||
Expiration | Sep. 2, 2019 | Apr. 23, 2019 | |||||||||||||||||||||||||||
Shares issued of repriced | 666,667 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 214,212 | ||||||||||||||||||||||||||||
Expiration date of repriced | May 30, 2019 | ||||||||||||||||||||||||||||
Exercise Price of repriced | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | $ 38,584 | $ 9,395 | |||||||||||||||||||||||||||
Series D warrants [Member] | |||||||||||||||||||||||||||||
Issued | 33,333 | 33,333 | 166,667 | ||||||||||||||||||||||||||
Exercise Price | $ 2.20 | $ 2.20 | $ 2.20 | ||||||||||||||||||||||||||
Expiration | Oct. 6, 2019 | Oct. 27, 2019 | Jun. 27, 2019 | ||||||||||||||||||||||||||
Shares issued of repriced | 83,333 | ||||||||||||||||||||||||||||
Equity value of repriced | $ 41,593 | ||||||||||||||||||||||||||||
Expiration date of repriced | Sep. 2, 2019 | ||||||||||||||||||||||||||||
Exercise Price of repriced | $ 0.25 | ||||||||||||||||||||||||||||
Equity Value | $ 15,567 | $ 15,667 | |||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Issued | 100,000 | 70,000 | 130,000 | 165,000 | 1,704,680 | 20,400,000 | 300,000 | 370,000 | 401,000 | 20,000 | 5,522,666 | ||||||||||||||||||
Exercised and expired | |||||||||||||||||||||||||||||
Ending balance, Outstanding | 12,000 | ||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 1 | $ 1 | $ 1.50 | $ 0.54 | $ 0.01 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | $ 0.26 | $ 0.31 | $ 1 | ||||||||||||||||
Expiration | Mar. 21, 2021 | Oct. 16, 2017 | Feb. 4, 2020 | May 30, 2019 | Jun. 7, 2018 | May 1, 2021 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | |||||||||||||||||||
Shares issued of repriced | 1,750,000 | ||||||||||||||||||||||||||||
Equity Value | $ 519,520 | $ 211,365 | $ 119,072 | $ 1,580,980 | $ 227,100 | $ 3,744 | $ 543,530 | $ 917,087 | $ 3,960 | ||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||
Issued | 1,008,000 | 2,640,000 | 1,000,000 | ||||||||||||||||||||||||||
Exercised and expired, shares | |||||||||||||||||||||||||||||
Exercised and expired | |||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||
Expiration | Apr. 18, 2021 | May 17, 2021 | Aug. 31, 2021 | ||||||||||||||||||||||||||
Equity Value | $ 94,854 | $ 248,221 | $ 108,693 | ||||||||||||||||||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||||||||||||||
Issued | 90,000 | 330,000 | |||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 1 | $ 1.50 | ||||||||||||||||||||||||||
Expiration | Jul. 6, 2018 | Oct. 16, 2017 | May 30, 2019 | ||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | ||||||||||||||||||||||||||||
Equity Value | $ 22,500 | $ 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 | 250,000 | 1,750,000 | 300,000 | ||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||
Expiration | Aug. 25, 2021 | Mar. 21, 2021 | Aug. 31, 2020 | ||||||||||||||||||||||||||
Equity Value | $ 559 | $ 94,691 | $ 233,490 | ||||||||||||||||||||||||||
Warrant [Member] | Consultant Two [Member] | |||||||||||||||||||||||||||||
Issued | 100,000 | 4,000,000 | 15,000 | 1,500 | |||||||||||||||||||||||||
Exercise Price | $ 1 | $ 0.25 | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||
Expiration | Oct. 16, 2017 | May 1, 2021 | May 31, 2017 | ||||||||||||||||||||||||||
Equity Value | $ 23,240 | $ 721,200 | $ 2,970 | ||||||||||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||
Issued | 1,700,000 | ||||||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||||||||||
Equity Value | $ 519,520 |
Preferred Stock and Warrants 41
Preferred Stock and Warrants (Details Textual) - $ / shares | Aug. 25, 2016 | Jul. 06, 2016 | Mar. 21, 2016 | Nov. 05, 2015 | Feb. 04, 2015 | Oct. 06, 2014 | Apr. 01, 2014 | Jun. 07, 2013 | May 01, 2016 | Dec. 30, 2015 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May 31, 2013 | Mar. 31, 2013 | Aug. 31, 2016 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Sep. 28, 2015 | Apr. 07, 2014 |
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 1 | $ 0.25 | |||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||
Volatility rate | 191.00% | 180.00% | 150.00% | ||||||||||||||||||
Expected term | 1 year 7 months 6 days | ||||||||||||||||||||
Dividend rate | |||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants issued to purchase common stock | 1,700,000 | ||||||||||||||||||||
Warrants exercise price | $ 1 | $ 1 | |||||||||||||||||||
Expiration | Apr. 7, 2019 | Apr. 7, 2019 | |||||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||||||
Risk free interest rate | 1.65% | ||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants exercise price | 2.20 | ||||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||||
Risk free interest rate | 1.42% | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants issued to purchase common stock | 1,750,000 | ||||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 1 | $ 1 | $ 1.50 | $ 0.54 | $ 0.01 | $ 0.01 | $ 1 | $ 0.54 | $ 1 | $ 0.26 | $ 0.31 | $ 1 | ||||||||
Expiration | Mar. 21, 2021 | Oct. 16, 2017 | Feb. 4, 2020 | May 30, 2019 | Jun. 7, 2018 | May 1, 2021 | Dec. 29, 2020 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | |||||||||||
Term of warrant | 5 years | 5 years | 5 years | ||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||||
Risk free interest rate | 1.38% | 1.74% | 1.51% | 1.52% | |||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||
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. | Each warrant entitles the holder thereof to purchase shares of common stock for a purchase price of $0.01 per share for up to a maximum of 10 shares for every $1 of subscription. These shares will vest in increments of 1/3 with the first 1/3 being vested on December 29, 2016, second increment of 1/3 on December 29, 2017, and last 1/3 on December 29, 2018. | |||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Expiration | Apr. 7, 2019 | ||||||||||||||||||||
Warrant [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants issued to purchase common stock | 4,000,000 | ||||||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||||||
Expiration | May 1, 2021 | ||||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||||
Risk free interest rate | 1.28% | ||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants issued to purchase common stock | 100,000 | ||||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 1 | $ 1.50 | ||||||||||||||||||
Expiration | Jul. 6, 2018 | Oct. 16, 2017 | May 30, 2019 | ||||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||||||
Risk free interest rate | 0.85% | ||||||||||||||||||||
Expected term | 2 years | ||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||
Warrant [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Warrants issued to purchase common stock | 250,000 | 300,000 | |||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 1 | ||||||||||||||||||
Expiration | Aug. 25, 2021 | ||||||||||||||||||||
Volatility rate | 191.00% | ||||||||||||||||||||
Risk free interest rate | 1.13% | ||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||
Warrants, description | These warrants will vest in increments of 1/3 with the first 1/3 being vested on August 25, 2017, second increment of 1/3 on August 25, 2018, and last 1/3 on August 25, 2019. | 0 | |||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||
Term of warrant | 5 years | 5 years | 5 years |
Employee Benefit and Incentiv42
Employee Benefit and Incentive Plans (Details) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | Mar. 01, 2015 | Aug. 14, 2014 | Aug. 31, 2016 | May 31, 2016 | May 31, 2015 |
Option Indexed to Issuer's Equity [Line Items] | |||||||
Exercised, Number of shares | |||||||
Ending Balance, Weighted Average Exercise Price Per share | $ 0.26 | ||||||
Stock Options [Member] | |||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||
Beginning Balance, Number of shares | 10,390,000 | 1,804,500 | |||||
Granted, Number of shares | 3,200,000 | 8,750,000 | 520,000 | 710,000 | 3,200,000 | 8,775,000 | |
Exercised, Number of shares | |||||||
Cancelled, forfeited or expired, Number of shares | (385,000) | (189,500) | |||||
Ending Balance, Number of shares | 13,205,000 | 10,390,000 | 1,804,500 | ||||
Options exercisable, Number of shares | 4,069,167 | ||||||
Fair value of options vested | $ 1,826,217 | ||||||
Beginning Balance, Weighted Average Exercise Price Per share | $ 0.28 | $ 1 | |||||
Granted, Weighted Average Exercise Price Per share | 0.25 | 0.25 | |||||
Exercised , Weighted Average Exercise Price Per share | |||||||
Cancelled, forfeited or expired, Weighted Average Exercise Price Per share | 1 | 1 | |||||
Ending Balance, Weighted Average Exercise Price Per share | 0.25 | $ 0.28 | $ 1 | ||||
Options exercisable, Weighted Average Exercise Price Per share | 0.44 | ||||||
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee Benefit and Incentiv43
Employee Benefit and Incentive Plans (Details 1) - $ / shares | Mar. 21, 2016 | Aug. 31, 2016 | Nov. 30, 2014 | May 31, 2014 | May 31, 2016 | May 31, 2015 |
Fair value of options granted : | ||||||
Stock price | $ 0.20 | $ 0.20 | ||||
Exercise price | $ 0.25 | $ 0.25 | $ 1 | |||
Estimated volatility (all options) | 191.00% | 180.00% | 150.00% | |||
Weighted-average fair value of options granted | $ 0.25 | $ 0.25 | ||||
Dividend | ||||||
Minimum [Member] | ||||||
Fair value of options granted : | ||||||
Stock price | $ 1.50 | $ 0.60 | ||||
Time to expiration - days | 186 days | 54 days | ||||
Risk free interest rate | 1.38% | |||||
Estimated volatility (all options) | 178.00% | |||||
Weighted-average fair value of options granted | 0.50 | |||||
Maximum [Member] | ||||||
Fair value of options granted : | ||||||
Stock price | $ 1.60 | 1 | ||||
Time to expiration - days | 241 days | 91 days | ||||
Risk free interest rate | 1.42% | |||||
Estimated volatility (all options) | 180.00% | |||||
Weighted-average fair value of options granted | $ 0.90 | |||||
Stock Options [Member] | ||||||
Fair value of options granted : | ||||||
Total number of shares issued under options | 3,200,000 | 8,775,000 | 1,804,500 | |||
Two Year Option [Member] | ||||||
Fair value of options granted : | ||||||
Time to expiration - days | 730 days | |||||
Risk free interest rate | ||||||
Two Year Option [Member] | Minimum [Member] | ||||||
Fair value of options granted : | ||||||
Risk free interest rate | 42.00% | |||||
Two Year Option [Member] | Maximum [Member] | ||||||
Fair value of options granted : | ||||||
Risk free interest rate | 66.00% | |||||
All Options [Member] | ||||||
Fair value of options granted : | ||||||
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 | 1.13% | 1.38% | ||||
Five Year Option [Member] | Minimum [Member] | ||||||
Fair value of options granted : | ||||||
Risk free interest rate | 1.57% | |||||
Five Year Option [Member] | Maximum [Member] | ||||||
Fair value of options granted : | ||||||
Risk free interest rate | 1.58% |
Employee Benefit and Incentiv44
Employee Benefit and Incentive Plans (Details Textual) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | Mar. 01, 2015 | Aug. 14, 2014 | Aug. 31, 2016 | May 31, 2016 | Aug. 21, 2015 | May 31, 2015 |
Employee Benefit and Incentive Plans (Textual) | ||||||||
Increase in number of options | 25,000,000 | |||||||
Vested weighted-average remaining contractual term | 4 years | |||||||
Unvested options expected shares | 9,135,833 | |||||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.26 | |||||||
Unvested weighted average remaining term | 4 years 6 months 29 days | |||||||
Unearned stock based compensation | $ 1,800,919 | |||||||
Weighted average period | 1 year 7 months 6 days | |||||||
Stock Options [Member] | ||||||||
Employee Benefit and Incentive Plans (Textual) | ||||||||
Weighted Average Exercise Price Per share, Outstanding | $ 0.25 | $ 0.28 | $ 1 | |||||
Employee benefit plans non vested and vested, description | Stock options granted on March 21, 2016 and August 25, 2016 respectively vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. | Stock options granted on March 21, 2016 and August 25, 2016 respectively vest 1/4 immediately, 1/4 after one year, 1/4 after two years, and 1/4 after three years. | Stock options granted on August 14, 2014 and March 2, 2015 respectively vest 1/3 immediately, 1/3 after one year and 1/3 after two years. | Stock options granted on August 14, 2014 and March 2, 2015 respectively vest 1/3 immediately, 1/3 after one year and 1/3 after two years. | ||||
Stock options granted | 3,200,000 | 8,750,000 | 520,000 | 710,000 | 3,200,000 | 8,775,000 | ||
Options vesting terms, description | The remaining 25,000 options issued on March 21, 2016 have immediate vesting terms. |
Related Party Balances and Tr45
Related Party Balances and Transactions (Details) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | Sep. 15, 2015 | May 01, 2016 | Dec. 30, 2015 | Sep. 30, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | May 31, 2016 | Nov. 05, 2015 | Sep. 28, 2015 |
Related Party Transaction [Line Items] | |||||||||||
Related party liability | $ 16,654 | ||||||||||
Convertible secured debentures issued | $ 100,000 | ||||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 146,982 | ||||||||||
Issued | 250,000 | 1,750,000 | 100,000 | ||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 0.25 | $ 1 | |||||||
Warrant expiry date | Aug. 25, 2021 | Mar. 21, 2021 | May 1, 2021 | ||||||||
Consulting fees | $ 200,000 | ||||||||||
Bonus payable | 100,000 | ||||||||||
Related party transaction, description | Per the resolution, 500,000 common shares for each member of the Board of Directors 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 of the CEO which was February 22, 2016 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. | ||||||||||
Convertible secured debentures [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible secured debentures issued | $ 2,086,000 | $ 4,550,388 | |||||||||
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 | ||||||||||
Issued | 4,000,000 | ||||||||||
Warrants exercise price | $ 0.25 | ||||||||||
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 | |||||||||
Convertible secured debentures issued | $ 1,783,526 | ||||||||||
Director [Member] | Convertible secured debentures [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible secured debentures issued | $ 1,075,000 | ||||||||||
Board of Directors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issued | 300,000 | ||||||||||
Warrants exercise price | $ 1 | ||||||||||
Warrants valued | $ 233,490 | ||||||||||
Board of Directors [Member] | Tranche Two [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of common stock, shares | 1,200,000 | ||||||||||
Issuance of common stock, value | $ 300,000 | ||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||
Board of Directors [Member] | Tranche Three [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of common stock, shares | 1,000,000 | ||||||||||
Issuance of common stock, value | $ 250,000 | ||||||||||
Shares issued, price per share | $ 0.25 | ||||||||||
Intertainment Media Inc [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Development Costs, Period Cost | $ 54,393 | ||||||||||
Service Management Costs | $ 92,589 | ||||||||||
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 | 5,421,067 | ||||||||||
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 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Oct. 03, 2016 | Sep. 30, 2016 | Sep. 23, 2016 | May 31, 2017 | Oct. 07, 2016 | Sep. 21, 2016 |
Subsequent events (Textual) | ||||||
Principal amount of convertible promissory note | $ 224,000 | |||||
Principal value of debenture | $ 100,000 | |||||
Shares of common stock | 120,000 | 780,000 | ||||
Price for per share | $ 0.25 | |||||
Common stock of warrant exercise price | $ 0.25 | |||||
Common stock value | $ 195,000 | |||||
Warrants, description | These warrants will vest in increments of thirds with the first 1/3 being vested on September 23, 2017, second increment of 1/3 on September 23, 2018, and last 1/3 on September 23, 2019. | |||||
Advance from director | $ 500,000 | |||||
Series A warrants [Member] | ||||||
Subsequent events (Textual) | ||||||
Warrants exercise price per share | $ 0.350 | $ 0.25 | ||||
Series B warrants [Member] | ||||||
Subsequent events (Textual) | ||||||
Warrants exercise price per share | $ 0.350 | |||||
Series C warrants [Member] | ||||||
Subsequent events (Textual) | ||||||
Warrants exercise price per share | 0.25 | |||||
Series D warrants [Member] | ||||||
Subsequent events (Textual) | ||||||
Warrants exercise price per share | 0.25 | |||||
Minimum [Member] | ||||||
Subsequent events (Textual) | ||||||
Price for per share | 0.20 | |||||
Maximum [Member] | ||||||
Subsequent events (Textual) | ||||||
Price for per share | $ 0.25 | |||||
Yappn Corp [Member] | ||||||
Subsequent events (Textual) | ||||||
Shares of common stock | 14,840,964 | |||||
Price for per share | $ 0.0001 | |||||
Warrants, description | (i) 8,227,821 shares of Common Stock issued and outstanding (ii) 907,200 shares of Common Stock issuable to them upon exercise of promissory notes (iii) 273,272 shares of Common Stock issuable underlying past due accrued interest and penalties and (iv) 5,432,671 shares of Common Stock issuable to them upon exercise of warrants. The warrants have an exercise price varying from $0.25 to $2.20 per share (subject to adjustment). |