Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2017 | Jul. 27, 2017 | Nov. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | YAPPN CORP. | ||
Entity Central Index Key | 1,511,735 | ||
Trading Symbol | YPPN | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --05-31 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,041,225 | ||
Entity Common Stock, Shares Outstanding | 49,277,248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | May 31, 2017 | May 31, 2016 |
Current assets: | ||
Cash | $ 441,168 | $ 448,575 |
Accounts receivable | 8,078 | 29,244 |
Note receivable | 1,123,289 | |
Prepaid expenses | 61,528 | 113,262 |
Total current assets | 510,774 | 1,714,370 |
Equipment, net | 8,978 | 14,632 |
Intangible assets | 3,609,055 | 4,676,221 |
Total Assets | 4,128,807 | 6,405,223 |
Current liabilities: | ||
Accounts payable | 379,796 | 533,030 |
Accrued expenses | 173,453 | 430,754 |
Short term accrued interest | 168,700 | 409,280 |
Accrued development and related expenses - related party | 16,654 | |
Short term loans | 88,011 | 284,451 |
Convertible promissory notes and debentures | 355,000 | 2,454,824 |
Total current liabilities | 1,164,960 | 4,128,993 |
Other liabilities: | ||
Long term accrued interest | 1,469,776 | 577,231 |
Long term loans | 2,226,348 | |
Long term secured debentures | 4,550,388 | 4,550,388 |
Convertible secured debentures | 615,585 | 375,279 |
Total Liabilities | 10,027,057 | 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 49,277,248 issued and outstanding (May 31, 2016 - 30,081,163) | 17,019 | 15,100 |
Common stock, par value $.0001 per share, 1,300,818 shares subscribed not issued (May 31, 2016 - 20,308,890) | 180,793 | 3,068,945 |
Additional paid-in capital | 21,864,694 | 15,353,712 |
Deficit | (27,960,756) | (21,664,425) |
Total Stockholders' Deficit | (5,898,250) | (3,226,668) |
Total Liabilities And Stockholders' Deficit | $ 4,128,807 | $ 6,405,223 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2017 | 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 | 49,277,248 | 30,081,163 |
Common stock, shares outstanding | 49,277,248 | 30,081,163 |
Common stock, par value of shares subscribed not issued | $ 0.0001 | $ 0.0001 |
Common stock, shares subscribed not issued | 1,300,818 | 20,308,890 |
Series A Convertible preferred stock | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 356,409 | $ 981,960 |
Cost of revenue | 144,480 | 173,254 |
Gross profit | 211,929 | 808,706 |
Operating expenses: | ||
Marketing | 17,829 | 236,083 |
Research and development expenses | 650,287 | 407,547 |
General and administrative expenses | 1,501,355 | 1,637,039 |
Professional fees | 176,573 | 477,883 |
Consulting | 232,370 | 1,392,165 |
Depreciation | 7,863 | 409 |
Amortization | 1,063,074 | 747,830 |
Stock-based compensation | 1,355,318 | 1,164,887 |
Total operating expenses | 5,004,669 | 6,063,843 |
Loss from operations | (4,792,740) | (5,255,137) |
Other expense (income): | ||
Interest expense | 1,078,536 | 894,467 |
Financing expense on issuance of convertible promissory notes and common stock | 632,250 | |
Change in fair value of convertible debentures and notes | 527,829 | (209,995) |
Prepayment fees on variable conversion rate notes | 306,140 | |
Miscellaneous expense | 48,026 | 23,574 |
Gain on debt settlement | (1,119,089) | |
Impairment on note receivable | 968,289 | |
Total other expense | 1,503,591 | 1,646,436 |
Net loss before income taxes | (6,296,331) | (6,901,573) |
Provision for income taxes | ||
Net loss and comprehensive loss for the year | $ (6,296,331) | $ (6,901,573) |
Net loss per weighted-average shares of common stock - basic and diluted | $ (0.16) | $ (0.32) |
Weighted-average number of shares of common stock issued and outstanding - basic and diluted | 38,724,476 | 21,299,698 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Total | Common Stock | Common Stock Subscribed | 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 | |||
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 | |||
Stock to be issued on conversion of debt | 305,307 | $ 305,307 | |||
Stock to be issued on conversion of debt, shares | 1,221,228 | ||||
Beneficial conversion feature | 510,417 | 510,417 | |||
Stock issued on exercise of warrants | $ 12 | (12) | |||
Stock issued on exercise of warrants, shares | 11,667 | ||||
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 | 1,305,318 | 1,305,318 | |||
Issuance of warrants classified as equity | 89,287 | 89,287 | |||
Common stock associated with common stock and warrants financing | 253,634 | $ 178 | 253,456 | ||
Common stock associated with common stock and warrants financing, shares | 1,780,000 | ||||
Warrants associated with common stock and warrant financing | 191,366 | 191,366 | |||
Stock issued on conversion of debt | 2,064,830 | $ 823 | 2,064,007 | ||
Stock issued on conversion of debt, shares | 8,227,822 | ||||
Stock to be issued for debenture conversion | (305,307) | $ (305,307) | |||
Stock to be issued for debenture conversion, shares | (1,221,228) | ||||
Stock to be issued under prior obligation | (4,379) | $ 11 | $ (124,567) | 120,177 | |
Stock to be issued under prior obligation, shares | 113,329 | (99,344) | |||
Stock issued to settle prior obligation | 30,000 | $ 12 | 29,988 | ||
Stock issued to settle prior obligation, shares | 120,000 | ||||
Previous stock obligations now issuable in warrants | $ (219,478) | 219,478 | |||
Previous stock obligations now issuable in warrants, shares | (1,579,162) | ||||
Previous stock obligations settled through issuance of warrants | $ (2,238,800) | 2,238,800 | |||
Previous stock obligations settled through issuance of warrants, shares | (16,108,338) | ||||
Stock issued on exercise of warrants | $ 895 | (895) | |||
Stock issued on exercise of warrants, shares | 8,954,934 | ||||
Net loss | (6,296,331) | (6,296,331) | |||
Ending Balance at May. 31, 2017 | $ (5,898,250) | $ 17,019 | $ 180,793 | $ 21,864,694 | $ (27,960,756) |
Ending Balance, Shares at May. 31, 2017 | 49,277,248 | 1,300,818 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss and comprehensive loss | $ (6,296,331) | $ (6,901,573) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 7,863 | 409 |
Amortization | 1,063,074 | 747,830 |
Stock-based compensation | 1,355,318 | 1,164,887 |
Change in fair value of convertible debentures and notes | 527,829 | (209,995) |
Financing expense on issuance of convertible promissory notes, and common stock | 632,250 | |
Debenture issuance for consulting services | 200,000 | |
Warrants issued for consulting services | 721,200 | |
Impairment of note receivable | 968,289 | |
Gain on debt settlement | (1,119,089) | |
Unrealized foreign exchange and miscellaneous write-offs | 49,290 | 63,847 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 21,166 | 1,414,765 |
Note receivable | (1,123,289) | |
Prepaid expenses | 51,734 | (107,194) |
Accounts payable and accrued expenses | 772,836 | 1,066,719 |
Accrued development and related expense - related party | (16,654) | (452,112) |
Deferred revenue | (12,500) | |
Net Cash Used In Operating Activities | (2,614,675) | (2,794,756) |
Cash Flows From/(Used in) Investing Activities: | ||
Expenditure on patents | (34,097) | (21,506) |
Capital expenditures | (2,211) | (13,785) |
Proceeds from note receivable | 155,000 | |
Net Cash From/(Used in) Investing Activities | 118,692 | (35,291) |
Cash Flows From Financing Activities: | ||
Proceeds from convertible promissory notes and debentures | 90,750 | |
Repayment of convertible promissory notes and debentures | (883,564) | |
Proceeds from line of credit, net | (1,092,025) | |
Proceeds from secured debentures | 2,096,652 | |
Proceeds from secured convertible debentures | 2,210,468 | |
Repayments of short term loans | (32,772) | (175,155) |
Proceeds from short term loans | 100,000 | |
Proceeds from long term loans | 2,226,348 | |
Proceeds from common stock private placement | 295,000 | 912,000 |
Net Cash Provided by Financing Activities | 2,488,576 | 3,259,126 |
Net (decrease)/increase in cash | (7,407) | 429,079 |
Cash, beginning of year | 448,575 | 19,496 |
Cash, end of year | 441,168 | 448,575 |
Non Cash Investing and Financing Activities Information: | ||
Common stock issued on exercise of warrants | 1,337,392 | 37,100 |
Conversion of short term loan | 100,000 | |
Conversion of short term loan and line of credit into secured debentures | 589,773 | |
Common stock issued for acquisition of technology | 1,806,608 | |
Common stock to be issued for acquisition of technology | 2,639,071 | |
Common stock issued for fiscal 2016 private placement | 568,561 | |
Common stock issued for fiscal 2017 private placement | 253,456 | |
Common stock to be issued for conversion of debt | 305,307 | |
Common stock issued for conversion of debt | 2,064,007 | |
Common stock issued for prior S1 obligation | 124,567 | |
Private placement of units in settlement of payables | 50,000 | |
Cash paid during the year for interest | $ 15,000 | $ 77,941 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2017 | |
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 language translation quality. 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. On September 15, 2015, the Company closed the acquisition of Ortsbo Inc.’s (a subsidiary of Intertainment Media Inc.) intellectual property to allow the Company full ownership of the acquired technology as opposed to having a license to use this technology. The accompanying consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. Cash and Cash Equivalents For purposes of reporting within the consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Intangible Assets Intangible assets consist of acquired technology, and patents, acquired from a related party and were accordingly recorded at the cost as recorded in the records of the related party at the time of acquisition (Note 4). The Company amortizes acquired technology over its estimated useful life, considered to be 5 years, on a straight-line basis. Patents are amortized commencing at the receipt of approval from the applicable jurisdiction as an issued patent or from the date of acquisition of issued patents. Should the patent process be unsuccessful, the entire amount relating to the pending patent is expensed in the period this is determined. The Company continually evaluates the remaining estimated useful life of its intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. Intangible Asset Impairment The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at May 31, 2017. Revenue Recognition The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions and collection of any related receivable is reasonably assured. All of the Company’s current revenues are classified as services. Services are billed on a time and materials basis and are recognized as revenue as services are rendered at the time of billing which is typically a bi-weekly or monthly basis. Cost of Revenue The cost of revenue consists primarily of expenses associated with the delivery and distribution of services. These include expenses related to the operation of data centers, salaries, benefits and customer project based costs for certain personnel in the Company’s operations. Marketing, Advertising and Promotion Costs Advertising and marketing costs are expensed as incurred and totaled $17,829 and $236,083 for the years ended May 31, 2017 and May 31, 2016. Loss per Common Share Basic loss per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of May 31, 2017, the Company had outstanding warrants to purchase an additional 47,846,633 shares of common stock (Note 10) at a per share exercise price ranging from $0.01 to $2.20, 13,205,000 stock options (Note 11) with an exercise price of $0.25 to $1.00, and convertible notes and debentures that are convertible into 9,146,872 shares of common stock at the option of the holder based on the value of the debt host at the time of conversion with exercise prices ranging from $0.25 to $1.50. All of these issuances have a dilutive effect on earnings per share when the exercise price is lower than Yappn’s quoted market price and when the Company has net income for the period. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Tax”. It prescribes a recognition threshold and measurement attributes for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States and Canada. All of the Company’s tax years since inception remain subject to examination by Federal, Provincial, and State jurisdictions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the consolidated statements of operations and comprehensive loss. There have been no penalties or interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2017 and May 31, 2016. Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The Company follows FASB (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The convertible promissory notes and debentures (Note 7) are classified as Level 2 financial liabilities. As of May 31, 2017 and May 31, 2016, the carrying value of cash, accounts receivable, note receivable, accounts payable, accrued expenses, short term loans, accrued development and related expenses, and accrued interest approximated fair value due to the short-term nature of these instruments. Fair Value of Derivative Instruments, and Warrants The Company issued five year common stock purchase warrants as part of subscription agreements that included convertible promissory notes, debentures and line of credit, some of which had price protection provisions that expired after twelve months. Upon expiration of the price protection, the instruments were treated as equity instruments. In the event the Company has exceeded its authorized number of common stock issuable on a diluted basis, the Company applies the earliest issuance date sequencing approach to determine which derivatives recorded in additional paid in capital, require reclassification to financial liabilities. Under the earliest issuance date sequencing approach, the financial instruments recorded in equity that have stock issuable in common stock (excluding stock options) earlier than the date of the breach of the authorized stock limit continue to be classified as a component of additional paid in capital. All derivatives that are issuable into common stock (other than stock options) issued subsequent to the breach of the authorized stock limit on a diluted basis, are recorded as financial liabilities. Upon a rectification of the breach of the authorized stock limit, those instruments that would otherwise be recorded as component of additional paid in capital, will be reclassified to additional paid in capital. When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the consolidated balance sheets as financial liabilities. Both unrealized and realized gains and losses related to these liabilities are recorded based on the changes in the fair values and are reflected as a change in fair value on the consolidated statements of operations and comprehensive loss. Fair Value of Convertible Debentures with Attached Common Stock Purchase Warrants The Company has issued secured convertible debentures that are convertible into common stock along with common stock purchase warrants as part of the subscription agreements. The Company allocates value between the debt, common stock purchase warrants, and a beneficial conversion feature, if applicable. The Company determines a fair value for each component being the debt and common stock purchase warrants and then uses the relative fair value method to allocate value to these components. 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 common stock purchase warrants. A convertible debenture instrument includes a beneficial conversion feature when the effective conversion price is less than the Company’s market price of common stock on the commitment date. The difference between the fair value and face value of the debentures is accreted up to face value over the term to maturity using the effective interest method. Any unrealized and realized gains and losses related to the convertible promissory notes and debentures are recorded based on the changes in the fair values and are reflected as change in fair value of convertible debentures and notes on the consolidated statements of operations and comprehensive loss. Estimates The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. The Company’s significant estimates include useful life of intangible assets, impairment of intangible assets, fair value of financial instruments including the underlying assumptions to estimate the fair value of secured convertible promissory notes and debentures and the valuation allowance of deferred tax assets. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly. These significant accounting estimates bear the risk of change due to the fact that there are uncertainties attached to those estimates and certain estimates are difficult to measure or value. Reclassifications Certain amounts in the prior year presented have been reclassified to conform to the current year classification. These reclassifications have no effect on the previously reported net loss. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations or financial position. On August 27, 2014 the FASB issued a new financial accounting standard on going concern, Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. As a result of the adoption of this new standard there were no changes required to the Company’s Going Concern disclosures 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. As a result of the adoption of this new standard there were no changes required in the Company’s financial statements related to Hybrid Financial instruments. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2017 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced negative cash flows from operations since inception and has incurred a deficit of $27,960,756 through May 31, 2017. As of May 31, 2017, the Company had a working capital deficit of $654,186. During the year ended May 31, 2017, net cash used in operating activities was $2,614,675. 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 its ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required, and ultimately to attain profitability. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to meet its operating cash flow requirements from financing activities until the future operating activities become sufficient to support the business to enable the Company to continue as a going concern. The Company continues to work on generating operating cash flows from the commercialization of its business. Until those cash flows are sufficient the Company will pursue other financing when deemed necessary. The Company is pursuing a number of different financing opportunities in order to execute its business plan. These include, secured convertible debt arrangements and common share equity financings. During the year ended May 31, 2017, the Company raised $2,488,576 net of repayments primarily from Directors, expected to be subscribed into long term secured convertible debentures. 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 financing at satisfactory terms and sufficient amounts could have a materially adverse effect on the Company’s ability to continue as a going concern. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Concentration of Credit Risk an
Concentration of Credit Risk and Note Receivable | 12 Months Ended |
May 31, 2017 | |
Concentration of Credit Risk and Note Receivable [Abstract] | |
Concentration of Credit Risk and Note Receivable | 3. Concentration of Credit Risk and Note Receivable All of the Company’s revenues are attributed to a small number of customers. Three customers comprised 83% of the Company’s revenue for the year ended May 31, 2017. Our former largest customer comprises 0% of the revenue recorded for the year ended May 31, 2017 and had comprised 83% of the revenue for the year ended May 31, 2016. One client (the “Client”) comprised 25% of revenue recorded for the year ended May 31, 2017. Due to the long period without payment, the Company 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. Effective February 29, 2016, Digital Widget Factory (Belize) (“DWF”) sold the technology platform, partially developed by Yappn, in conjunction with DWF’s principals, to the Client in exchange for common shares of that client. As part of the transaction, DWF received ownership and rights to 24 million common shares of that Client for a large minority shareholder position of the Client (the “Client Transaction”). 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. The promissory note was secured by DWF’s Client 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 included monthly payments of differing amounts with the final payment scheduled by November 30, 2016. Additionally, the Company received stock options for the purchase of shares of common stock of the Client from DWF which expired on November 30, 2016. The Company has not received any payments from DWF during the second, third, and fourth quarter of fiscal 2017, and the promissory note final payment date was contracted to be fully paid by November 30, 2016. During the second quarter of fiscal 2017, as at November 30, 2016, management recorded a full impairment on the remaining $968,289 recorded in its consolidated financial statements. In early 2017, a dispute arose between the Client and DWF over the terms in the asset purchase agreement. The parties agreed to unwind the original transaction. DWF regained title to the assets developed by Yappn and DWF in addition to the additional enhancements while under the Client’s control. The Client’s publicly traded stock was cease traded by the regulators (although subsequently resumed trading) and the original security of the Client shares between DWF and the Client securing the DWF note receivable was, at that time, unmarketable. On February 28, 2017, management reached a resolution with DWF stakeholders. Yappn agreed to reduce its stake in the DWF assets to $800,000 which will be in the form of a new investment in DWF with the specific terms to be determined. This reduced position in DWF’s assets is in exchange for DWF stakeholders forgiving all unsecured debentures, secured debenture, term debt, and related interest that were obligations of Yappn. More specifically, the Company settled $305,000 of unsecured convertible debentures and accrued interest of $91,408, $250,000 of unsecured convertible debentures and accrued interest of $43,613, $65,228 of unsecured term loans and related interest of $16,512 (Note 5), and $200,000 of secured convertible debentures and accrued interest of $20,000 issued to a consultant (Note 8). In addition to the above, the Company has negotiated its release from various past consulting obligations. The Series A, B, and D common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. Due to the uncertainty of ultimate collectability, the Company will not record any value for the $800,000 investment in DWF until cash collection is reasonably assured or a liquid market with quoted market prices exist to allow realization from a sale of the investment. |
Intangible Assets
Intangible Assets | 12 Months Ended |
May 31, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 4. Intangible Assets 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. 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 and the Company, the value of the intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo. This value was $5,421,067 on September 15, 2015. 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. During the fourth quarter of fiscal 2017, as a result of an agreement between Winterberry Investments Inc. and its investors, the Company issued 16,320,903 common stock purchase warrants (with an exercise price of $0.01 per common share) with an additional 1,600,000 common stock purchase warrants to be issued in settlement of the previous obligation of 17,687,500 shares to be issued to Winterberry Investments Inc. As at the filing date, the 1,300,818 shares at a value of $180,793 remain reserved but not issued and subject to issuance based on the instructions from the recipients. Intangible Assets Technology Pending 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 - 34,097 - 34,097 Reclassification - (61,879 ) 61,879 - Amortization (1,055,760 ) - (7,314 ) (1,063,074 ) Disposal - (38,189 ) - (38,189 ) Balance, May 31, 2017 $ 3,475,183 $ 79,307 $ 54,565 $ 3,609,055 |
Short Term Loans
Short Term Loans | 12 Months Ended |
May 31, 2017 | |
Unsecured 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 first quarter of fiscal 2017. As at May 31, 2017, the loan had a value of $88,011 ($118,815 Canadian). The Company had 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 first quarter of fiscal 2017. During the third quarter, the balance of the loan was settled with the debt holder as part of the DWF settlement (Note 3), leaving a value of $nil as at May 31, 2017. 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 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 Fair value adjustments (2,391 ) (760 ) - (3,151 ) Conversions - - (100,000 ) (100,000 ) Repayments (15,483 ) (13,899 ) - (29,382 ) Settlement - (63,907 ) - (63,907 ) Fair value at May 31, 2017 $ 88,011 $ - $ - $ 88,011 |
Non-Convertible Secured Debentu
Non-Convertible Secured Debentures | 12 Months Ended |
May 31, 2017 | |
Non-Convertible Secured Debentures [Abstract] | |
Non-Convertible Secured Debentures | 6. Non-Convertible Secured Debentures During fiscal 2016, Yappn closed a financing of secured debentures (secured by general security of the Company’s assets) in the amount of $4,550,388. 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 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 secured debentures consent to a put of their Secured Debentures to the Company. The secured debentures balance as at May 31, 2017, was $4,550,388 (Note 12). Interest expense for the year ended May 31, 2017 was $546,045 ($467,206 for the year ended May 31, 2016) and the corresponding accrual is classified as long term interest since there is no requirement to pay interest until the maturity date of the secured debentures. |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes and Debentures | 12 Months Ended |
May 31, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Unsecured Convertible Promissory Notes and Debentures | 7. Unsecured Convertible Promissory Notes and Debentures 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. The Units consist of (i) one unsecured 6% convertible promissory note, $100 par value, convertible into shares of the Company’s common stock; (ii) a common stock purchase 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 common stock purchase 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 matured 24 months from the issuance date and have an interest rate of 6% per annum payable in arrears on the earlier of a default date or the maturity date. The notes may be converted at any time after the original issuance date at the election of their holders to convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $1.00 per share. 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. Both the Series A and Series B warrants have a five year life. The convertible debentures due on January 29, 2016, February 27, 2016, and April 1, 2016 respectively were not repaid or converted into common shares of the Company by the maturity dates. Management made offers to the remaining debenture holders with either extension terms or conversion into common shares as the Company did not 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 common stock purchase warrants. During the year ended May 31, 2017, $299,000 in principal value of debenture holders converted to common stock at a rate of $0.25 per share with only the Series A Warrants repriced (Notes 9 and 10). The holders of $299,000 in principal converted had the right to an additional issuance of shares if the Company closed a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share which has expired as at May 31, 2017. In addition, 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. The Company accounted for the extension as a debt modification as opposed to a debt extinguishment. On February 28, 2017, a debenture holder with $305,000 in principal forgave their debenture and accrued interest in exchange for amending terms for Series A and B Warrants to $0.25 from $1.50 and $2.00 each respectively as well as an extension of one year to the terms of the common stock purchase warrants in conjunction with the settlement of DWF (Note 3). Interest expense for the year ended May 31, 2017 was $99,214 ($101,881 for the year ended May 31, 2016). 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 (then Canadian $100,000) in the loan originated on January 7, 2014 and $50,000 in settlement of trade payables. The Units 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 common stock purchase 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 matured 24 months from the issuance date and have an interest rate of 6% (with certain other penalties on overdue interest when debt is past due) per annum payable in arrears on the earlier of a default date or the maturity date. The debentures may be converted at any time after the original issuance date at the election of their holders, who may convert all or part of the outstanding and unpaid principal amount and accrued interest at a conversion price of $1.50 per share. The common stock purchase warrants may be exercised in whole or in part. During the year ended May 31, 2017, $1,225,000 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 common stock purchase warrants price of $0.25 (Notes 9 and 10). The holders of the $1,225,000 in principal converted had the right to an additional issuance of shares if the Company closed a financing below $0.25 per common share for a six month period to a floor of $0.20 per common share which has expired as at May 31, 2017. All remaining term and conditions are unchanged. On February 28, 2017, two debenture holders with $250,000 in principal forgave their debentures and accrued interest in exchange for amending terms for Series D warrants to $0.25 from $2.20 as well as an extension of one year to the terms of the common stock purchase warrants in conjunction with settlement of DWF (Note 3). Interest expense for the year ended May 31, 2017 was $42,127 ($91,731 for the year ended May 31, 2016). The following is a summary of the unsecured convertible promissory notes and debentures as of May 31, 2017: Principal amounts: Convertible Promissory Notes and Conversions DWF 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 (299,000 ) - 170,000 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 $ (1,784,000 ) $ (555,000 ) $ 355,000 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 (20,824 ) Conversions (1,524,000 ) Settlement (555,000 ) Balance at May 31, 2017 $ 355,000 |
Convertible Secured Debentures
Convertible Secured Debentures | 12 Months Ended |
May 31, 2017 | |
Unsecured 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 convertible secured debenture (secured by general security of the Company’s assets) and common stock purchase warrant financing of $2,040,000 ($1,075,000 from directors of the Company) (Note 12) 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 stock 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, common stock purchase warrants and the beneficial conversion feature. The valuation approach involved determining a fair value for the debt and common stock purchase 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 common stock purchase 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 common stock purchase 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 common stock purchase 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 convertible debenture and common stock purchase warrant financing through conversion of a short term loan of $170,468 from a director of the Company (secured by general security of the Company’s assets) 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 stock 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, common stock purchase warrants, and the beneficial conversion feature similar to the secured debenture and common stock purchase 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 common stock purchase 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 common stock purchase 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 May 31, 2017 is $578,708 for the December 30, 2015 closing and $36,877 for the May 1, 2016 closing. The following table summarizes the fair values of the components of the convertible secured debentures, including the debt, common stock purchase 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 common stock purchase 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 407,776 32,530 440,306 Convertible secured debenture at fair value at May 31, 2017 $ 578,708 $ 36,877 $ 615,585 On May 1, 2016, the Company completed a secured convertible 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. On February 28, 2017, the Company reached an agreement with the consultant (as a DWF stakeholder) to settle the outstanding debenture and accrued interest in exchange for Yappn’s revised position in DWF (Note 3). Interest expense for the year ended May 31, 2017 was $283,256 ($136,275 for the year ended May 31, 2016) and the corresponding accrual is classified as long term interest since there is no requirement to pay interest until the maturity date of the secured debentures. During the second, third, and fourth quarter of fiscal 2017, Company received $2,226,348 in bridge financing (Note 12). These loans are classified as a long term loans which are to be subscribed into a convertible secured debenture with an expected term of 5 years to maturity. The Company expects additional participation, although not guaranteed at which time a final closing will be completed with the final agreed to terms for this financing. Interest expense for the year ended May 31, 2017 was $100,242 ($nil for the year ended May 31, 2016) and the corresponding accrual is classified as long term interest. While terms are not finalized for this financing, there is no cash payment on interest expected for at least twelve months. |
Common Stock
Common Stock | 12 Months Ended |
May 31, 2017 | |
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 common stock purchase warrants with a previous allocation to equity of $37,100 in full settlement of common stock purchase warrants issued to a variable note holder that was extinguished in fiscal 2016. On September 15, 2015, the Company closed an agreement with Ortsbo 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 (Note 4). During the fourth quarter of fiscal 2017, as a result of an agreement between Winterberry Investments Inc. and its investors, the Company issued 16,320,903 common stock purchase warrants (with an exercise price of $0.01 per common share) with an additional 1,600,000 common stock purchase warrants to be issued in settlement of the previous obligation of 17,687,500 shares to be issued to Winterberry Investments Inc. As at the filing date, the 1,300,818 shares at a value of $180,793 remain reserved but not issued (Note 4) and subject to issuance based on the instructions from the recipients. 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 and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance (Note10). These common stock purchase warrants will vest in increments of thirds with the first 1/3 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 common stock purchase 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 and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance (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 common stock purchase warrants will vest in increments of thirds with the first 1/3 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 common stock purchase 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 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, 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 and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance (Note 10). All of the shares from the third tranche were issued to four members of the Board of Directors (Note 12). These common stock purchase 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 common stock purchase 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%. On August 31, 2016, principal and interest totaling $1,496,931 was converted into 5,956,226 common shares as part of the conversion of convertible debt as described in Note 7. On September 23, 2016, the Company issued 780,000 shares of common stock for $195,000 cash received against the fourth tranche of a private placement of units, at a purchase price of $0.25 per unit, each unit consisting of one share of common stock and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance (Note 10). 80,000 of the shares from the fourth tranche for $20,000 were issued to a member of the Advisory Board (Note 12). These common stock purchase 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. The Company completed a relative fair value calculation to allocate the proceeds between common stock and common stock purchase warrants for $112,327 and $82,673 respectively. The assumptions used for valuation were: Volatility 200%, expected life of five years, risk free interest rate of 1.16%, and dividend rate of 0%. On September 23, 2016 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 7. On September 30, 2016, the Company issued 120,000 shares of common stock as settlement against prior accounts payables with a fair value of $30,000. On November 15, 2016, the Company issued 88,844 shares of common stock in association with the timing of filing its Registration Statement as part of the contractual rights of certain existing convertible debenture holders. The Company had an obligation to issue 17,687,500 shares of common stock for the purchase of Ortsbo intellectual property assets to a related party. The value of this equity obligation as part of the acquisition consideration was recorded at that time in the amount of $2,458,278. The obligation to issue the common stock was settled through the issuance of 16,320,903 warrants and 1,600,000 warrants to be issued. With the settlement of the obligation to issue common shares by way of an issuance of warrants, the aforementioned $2,458,278 value was moved from subscribed amounts to additional paid in capital within the statement of stockholders’ deficit. On April 28, 2017, 9,749,616 warrants were exercised and 8,954,934 shares of common stock issued under the cashless exercise provision. Registration Statement On October 3, 2016, the Company filed a Registration Statement on Form S-1 (File No. 333-213947) (the “ Registration Statement |
Preferred Stock and Warrants
Preferred Stock and Warrants | 12 Months Ended |
May 31, 2017 | |
Preferred Stock and Warrants [Abstract] | |
Preferred Stock and Warrants | 10. Preferred Stock and Warrants Series A Preferred Stock and attached common stock purchase warrants 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 May 31, 2017 and May 31, 2016. Warrants The following is a summary of common stock purchase warrants issued, exercised and expired through May 31, 2017: Shares Issuable Under Warrants Equity Value Exercise Price Expiration 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 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 - Repriced 305,000 228,344 $ 0.25 February 27, 2019 Issued Series B warrants on February 27, 2014 - Repriced 305,000 4,728 $ 0.25 February 27, 2019 Issued Series A warrants on April 1, 2014 70,000 147,294 $ 1.00 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 299,000 97,442 $ 0.25 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 100,000 2,490 $ 0.35 April 1, 2019 Issued Series B warrants on April 1, 2014 369,000 - $ 2.00 April 1, 2019 Issued Series B warrants on April 1, 2014 - Repriced 100,000 3,140 $ 0.35 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 - Repriced 33,333 10,642 $ 0.25 April 23, 2019 Issued Series C warrants on May 30, 2014 - Repriced 666,667 214,212 $ 0.25 May 30, 2019 Issued Series D warrants on June 27, 2014 - Repriced 166,667 2,384 $ 0.25 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 - Repriced 33,333 16,607 $ 0.25 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 Issued warrants to advisory board on September 28, 2015 - Repriced 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 1,750,000 232,530 $ 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 8,311,647 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 22,593 $ 0.25 August 25, 2021 Issued warrants for private placement on August 31, 2016 1,000,000 108,693 $ 0.25 August 31, 2021 Issued warrants for private placement on September 23, 2016 780,000 82,673 $ 0.25 September 23, 2021 Issued warrants to consultant on November 10, 2016 100,000 8,440 $ 0.25 November 10, 2020 Issued warrants in satisfaction of obligation to issue common shares on April 27, 2017 9,749,616 1,337,392 $ 0.01 April 27, 2022 Issued warrants in satisfaction of obligation to issue common shares on April 28, 2017 869,447 119,265 $ 0.01 April 28, 2022 Issued warrants in satisfaction of obligation to issue common shares on May 31, 2017 5,701,840 782,143 $ 0.01 May 31, 2022 Exercised Warrants (9,749,616 ) (1,337,392 ) $ 0.01 - Total – as of May 31, 2017 47,846,633 9,457,954 As at May 31, 2017, vested and exercisable common stock purchase warrants have a weighted average price of approximately $0.27 (May 31, 2016 - $0.87) and have a weighted-average remaining contractual term of 1.91 years (May 31, 2016 – 0.71 years). It is expected the 21,798,453 unvested common stock purchase warrants will ultimately vest. The unvested common stock purchase warrants have a weighted average exercise price of $0.09 (May 31, 2016 - $0.07) per share and a weighted average remaining term of 1.70 years (May 31, 2016 – 3.62 years). 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 common stock purchase warrants not described in other notes to the consolidated financial statements vested immediately upon issuance. Common stock purchase warrants issued to consultants and the Advisory Board in fiscal 2016 and 2017 are described below. The Company issued 300,000 common stock purchase 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 common stock purchase 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 common stock purchase warrants to the issuer of Company’s previous secured 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 common stock purchase 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 common stock purchase 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 common stock purchase warrants on March 21, 2016 to the new Advisory Board at an exercise price of $0.25 with expiry date of March 21, 2021. These were expensed as stock based compensation. These common stock purchase 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 common stock purchase 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. These common stock purchase warrants will vest in increments of 1/3 with the first 1/3 being vested on May 1, 2016, second increment of 1/3 on April 30, 2017, and last 1/3 on April 30, 2018. 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 common stock purchase 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 common stock purchase 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%. The Company issued common stock purchase warrants to a consultant in the amount of 100,000 included in consulting expense on November 10, 2016 at an exercise price of $0.25 with expiry date of November 10, 2020. The assumptions used for valuation were: Volatility 215%, expected life of approximately four years, risk free interest rate of 1.17%, and dividend rate of 0%. During the fourth quarter of fiscal 2017, as a result of an agreement between Winterberry Investments Inc. and its investors, the Company issued 16,320,903 common stock purchase warrants (with an exercise price of $0.01 per common share) with an additional 1,600,000 common stock purchase warrants to be issued in settlement of the obligation to issue 17,687,500 shares from the purchase of the Ortsbo intellectual property assets. These common stock purchase warrants have an expiry date of 5 years from the date of issuance and vest immediately. During the fourth quarter of fiscal 2017, the Company issued 8,954,934 shares of common stock as a result of a cashless exercise of 9,749,616 issued common stock purchase warrants. |
Employee Benefit and Incentive
Employee Benefit and Incentive Plans | 12 Months Ended |
May 31, 2017 | |
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 shares reserved pursuant to the 2014 Stock Option Plan 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 May 31, 2017 13,205,000 $ 0.25 Options exercisable at May 31, 2017 6,430,000 $ 0.25 Fair value of options vested as at May 31, 2017 $ 2,333,927 $ N/A As at May 31, 2017, vested and exercisable options do not have any intrinsic value and have a weighted-average remaining contractual term of 3.60 years. It is expected the 6,775,000 unvested options will ultimately vest. These options have a weighted average exercise price of $0.25 per share and a weighted average remaining term of 3.96 years. The aggregate intrinsic value of options represents the total pre-tax intrinsic value, the difference between our closing stock price as at May 31, 2017 and the option’s exercise price, for all options that are in the money. This value was $nil as at May 31, 2017. As at May 31, 2017, there is $1,293,208 of unearned stock based compensation cost related to stock options granted that have not yet vested (6,775,000 options). This cost is expected to be recognized over a remaining weighted average vesting period of 1.28 years. 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, 2016 have immediate vesting terms. The estimated fair value of options granted is measured using the binomial model using the following assumptions: Fiscal Fiscal Total number of shares issued under options 8,775,000 3,200,000 Stock price $ 0.20 $ 0.20 Exercise price $ 0.25 $ 0.25 Time to expiration – days (5 year options) 1,826 1,826 Risk free interest rate (5 year options) 1.38 % 1.13 % Forfeiture rate (all options) 0 % 0 % Estimated volatility (all options) 180 % 191 % Weighted-average fair value of options granted 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 from debt and warrant financings. Due to a lack of history regarding the exercise of options, the Company has assumed the expected life of the options is the contractual life of the options. |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
May 31, 2017 | |
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. There were no services provided by Intertainment Media Inc. to Yappn for the year ended May 31, 2017. 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. As at May 31, 2017, there is no obligation to Intertainment Media Inc. 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. 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 and the Company, the value of the intangible assets acquired from Ortsbo was recorded at the carrying value in the financial records of Ortsbo. This value was $5,421,067 on September 15, 2015 (Note 4). 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. During the fourth quarter of fiscal 2017, as a result of an agreement between Winterberry Investments Inc. and its investors, the Company issued 16,320,903 common stock purchase warrants (with an exercise price of $0.01 per common share) with an additional 1,600,000 common stock purchase warrants to be issued in settlement of the previous obligation of 17,687,500 shares to be issued to Winterberry Investments Inc. As at the filing date, the 1,300,818 shares at a value of $180,793 remain reserved but not issued and subject to issuance based on the instructions from the recipients. Directors subscribed for $1,783,526 of $4,550,388 from the secured debenture private placement that closed in September 2015 at which time they were not directors (Note 6). Significant investments made by directors include Luis Vasquez Senties (a current member of the Board of Directors) subscribed for $500,000 from the secured debenture offering that closed in September 2015, David Berry (a current member of the Board of Directors) subscribed for $733,526 from the secured debenture offering that closed in September 2015, and Winterberry Investments Inc. (an entity controlled by David Berry, a current member of the Board of Directors) subscribed for $500,000 from the secured debenture offering that closed in September 2015. Directors also subscribed for $1,075,000 of the $2,040,000 convertible secured debentures issued on December 30, 2015 (Note 8). Significant investments made by directors include Luis Vasquez Senties (a current member of the Board of Directors) who subscribed for $500,000 from the secured debenture offering that closed in December 2015, and David Berry (a current member of the Board of Directors) through a related entity which he does not control which subscribed for $500,000 from the secured debenture offering that closed in December 2015. David Berry (a current member of the Board of Directors) through a related entity in which he does not control advanced $170,468 to the Company on an anticipated second closing of the same convertible secured debenture financing that closed on December 30, 2015 (Note 8). This $170,468 closing occurred on May 1, 2016. The Company issued 300,000 common stock purchase 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. $227,100 was expensed as stock based compensation. These common stock purchase warrants were repriced to $0.25 on March 21, 2016 and are revalued at $233,490. The additional $6,390 was also expensed to stock based compensation. The Company issued 1,750,000 common stock purchase 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. The common stock purchase warrants were valued at $349,825 and stock based compensation is recognized over a graded vesting schedule as described in Note 10. The Company issued 250,000 common stock purchase 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. The common stock purchase warrants were valued at $48,075 and stock based compensation is recognized over a graded vesting schedule as described in Note 10. On May 1, 2016, the Company completed a 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 consisted of a 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. This closing was a conversion of $200,000 in consulting expense. The Company also issued 4,000,000 common stock purchase warrants, valued at $721,200, at an exercise price of $0.25 included in consulting expense, with an expiry of May 1, 2021. This consultant was also granted a $100,000 signing bonus payable in cash. All obligations prior to May 1, 2016 due directly or indirectly to the former CEO of Yappn including $294,906 in cash obligations as an employee and $18,200 as a consultant, have been forgiven. All obligations being forgiven were recorded as general and administrative expenses within fiscal 2016 and were reversed out from general and administrative expenses. 1,200,000 of the shares from the 2nd tranche of common stock private placement at $0.25 per unit totaling $300,000 in cash proceeds were issued to members of the Board of Directors. Significant investments made by Directors include Luis Vasquez Senties (a current member of the Board of Directors) who advanced $200,000 to the Company (Note 9). 1,000,000 of the shares from the 3rd tranche of common stock private placement at $0.25 per unit totaling $250,000 in cash proceeds and compensation for consulting work were issued to members of the Board of Directors. Significant investments made by Directors include Winterberry Investments Inc. (an entity controlled by David Berry, a current member of the Board of Directors) who advanced $100,000 to the Company (Note 9). 80,000 of the shares from the 4th tranche of common stock private placement at $0.25 per unit totaling $20,000 in cash proceeds were issued to a member of the advisory board (Note 9). 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. As of February 22, 2017 (the 12 months since the CEO start date of February 22, 2016), milestone (i) was not met. 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. During the second, third, and fourth quarter of fiscal 2017, Company received $2,226,348 in bridge financing from three directors. These loans are classified as long term loans which are to be subscribed into a convertible secured debenture with an expected term of 5 years to maturity. The Company expects additional participation, although not guaranteed, at which time a final closing will be completed with the final agreed to terms for this financing. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 13. Income Taxes The provision for income taxes for the years ended May 31, 2017 and 2016 consisted of the following: May 31, May 31, Current $ - $ - Deferred 969,732 (6,473,887 ) Change in valuation allowance (969,732 ) 6,473,887 $ - $ - The Company’s income tax rate computed at the statutory federal rate of 35% (2016 – 35%) differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. May 31, May 31, Income tax at statutory rate 35.00 % 35.00 % Permanent differences (10.50 ) (8.00 ) Change in valuation allowance (24.50 ) (27.00 ) Total 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance. The Company’s deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary differences that give rise to the Company’s deferred tax asset as of May 31, 2017 and May 31, 2016 are as follows: May 31, May 31, Net operating losses $ 6,038,787 $ 5,116,331 Intangible Assets 3,999,543 4,193,378 Less: valuation allowance (10,038,330 ) (9,309,709 ) Net deferred tax asset $ - $ - As of May 31, 2017 and May 31, 2016 the Company had a net operating losses carry-forward of approximately $18,353,871 and $14,618,084 respectively, which may be used to offset future taxable income and begins to expire in 2033. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2017 | |
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 language translation quality. 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. On September 15, 2015, the Company closed the acquisition of Ortsbo Inc.’s (a subsidiary of Intertainment Media Inc.) intellectual property to allow the Company full ownership of the acquired technology as opposed to having a license to use this technology. The accompanying consolidated financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Yappn Acquisition Corp. and Yappn Canada, Inc. All inter-company balances and transactions have been eliminated on consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the consolidated statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired technology, and patents, acquired from a related party and were accordingly recorded at the cost as recorded in the records of the related party at the time of acquisition (Note 4). The Company amortizes acquired technology over its estimated useful life, considered to be 5 years, on a straight-line basis. Patents are amortized commencing at the receipt of approval from the applicable jurisdiction as an issued patent or from the date of acquisition of issued patents. Should the patent process be unsuccessful, the entire amount relating to the pending patent is expensed in the period this is determined. The Company continually evaluates the remaining estimated useful life of its intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Intangible Asset Impairment | Intangible Asset Impairment The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there was no impairment in their carrying amounts at May 31, 2017. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions and collection of any related receivable is reasonably assured. All of the Company’s current revenues are classified as services. Services are billed on a time and materials basis and are recognized as revenue as services are rendered at the time of billing which is typically a bi-weekly or monthly basis. |
Cost of Revenue | Cost of Revenue The cost of revenue consists primarily of expenses associated with the delivery and distribution of services. These include expenses related to the operation of data centers, salaries, benefits and customer project based costs for certain personnel in the Company’s operations. |
Marketing, Advertising and Promotion Costs | Marketing, Advertising and Promotion Costs Advertising and marketing costs are expensed as incurred and totaled $17,829 and $236,083 for the years ended May 31, 2017 and May 31, 2016. |
Loss per Common Share | Loss per Common Share Basic loss per common share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of May 31, 2017, the Company had outstanding warrants to purchase an additional 47,846,633 shares of common stock (Note 10) at a per share exercise price ranging from $0.01 to $2.20, 13,205,000 stock options (Note 11) with an exercise price of $0.25 to $1.00, and convertible notes and debentures that are convertible into 9,146,872 shares of common stock at the option of the holder based on the value of the debt host at the time of conversion with exercise prices ranging from $0.25 to $1.50. All of these issuances have a dilutive effect on earnings per share when the exercise price is lower than Yappn’s quoted market price and when the Company has net income for the period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Tax”. It prescribes a recognition threshold and measurement attributes for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States and Canada. All of the Company’s tax years since inception remain subject to examination by Federal, Provincial, and State jurisdictions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the consolidated statements of operations and comprehensive loss. There have been no penalties or interest related to unrecognized tax benefits reflected in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2017 and May 31, 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The Company follows FASB (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. US GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The convertible promissory notes and debentures (Note 7) are classified as Level 2 financial liabilities. As of May 31, 2017 and May 31, 2016, the carrying value of cash, accounts receivable, note receivable, accounts payable, accrued expenses, short term loans, accrued development and related expenses, and accrued interest approximated fair value due to the short-term nature of these instruments. |
Fair Value of Derivative Instruments, and Warrants | Fair Value of Derivative Instruments, and Warrants The Company issued five year common stock purchase warrants as part of subscription agreements that included convertible promissory notes, debentures and line of credit, some of which had price protection provisions that expired after twelve months. Upon expiration of the price protection, the instruments were treated as equity instruments. In the event the Company has exceeded its authorized number of common stock issuable on a diluted basis, the Company applies the earliest issuance date sequencing approach to determine which derivatives recorded in additional paid in capital, require reclassification to financial liabilities. Under the earliest issuance date sequencing approach, the financial instruments recorded in equity that have stock issuable in common stock (excluding stock options) earlier than the date of the breach of the authorized stock limit continue to be classified as a component of additional paid in capital. All derivatives that are issuable into common stock (other than stock options) issued subsequent to the breach of the authorized stock limit on a diluted basis, are recorded as financial liabilities. Upon a rectification of the breach of the authorized stock limit, those instruments that would otherwise be recorded as component of additional paid in capital, will be reclassified to additional paid in capital. When applicable, the instruments are measured at fair value using a binomial lattice valuation methodology and are included in the consolidated balance sheets as financial liabilities. Both unrealized and realized gains and losses related to these liabilities are recorded based on the changes in the fair values and are reflected as a change in fair value on the consolidated statements of operations and comprehensive loss. |
Fair Value of Convertible Debentures with Attached Common Stock Purchase Warrants | Fair Value of Convertible Debentures with Attached Common Stock Purchase Warrants The Company has issued secured convertible debentures that are convertible into common stock along with common stock purchase warrants as part of the subscription agreements. The Company allocates value between the debt, common stock purchase warrants, and a beneficial conversion feature, if applicable. The Company determines a fair value for each component being the debt and common stock purchase warrants and then uses the relative fair value method to allocate value to these components. 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 common stock purchase warrants. A convertible debenture instrument includes a beneficial conversion feature when the effective conversion price is less than the Company’s market price of common stock on the commitment date. The difference between the fair value and face value of the debentures is accreted up to face value over the term to maturity using the effective interest method. Any unrealized and realized gains and losses related to the convertible promissory notes and debentures are recorded based on the changes in the fair values and are reflected as change in fair value of convertible debentures and notes on the consolidated statements of operations and comprehensive loss. |
Estimates | Estimates The consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. The Company’s significant estimates include useful life of intangible assets, impairment of intangible assets, fair value of financial instruments including the underlying assumptions to estimate the fair value of secured convertible promissory notes and debentures and the valuation allowance of deferred tax assets. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly. These significant accounting estimates bear the risk of change due to the fact that there are uncertainties attached to those estimates and certain estimates are difficult to measure or value. |
Reclassifications | Reclassifications Certain amounts in the prior year presented have been reclassified to conform to the current year classification. These reclassifications have no effect on the previously reported net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations or financial position. On August 27, 2014 the FASB issued a new financial accounting standard on going concern, Update 2014-15, “Presentation of Financial Statements – Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments in this update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. As a result of the adoption of this new standard there were no changes required to the Company’s Going Concern disclosures 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. As a result of the adoption of this new standard there were no changes required in the Company’s financial statements related to Hybrid Financial instruments. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
May 31, 2017 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Intangible Assets Technology Pending 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 - 34,097 - 34,097 Reclassification - (61,879 ) 61,879 - Amortization (1,055,760 ) - (7,314 ) (1,063,074 ) Disposal - (38,189 ) - (38,189 ) Balance, May 31, 2017 $ 3,475,183 $ 79,307 $ 54,565 $ 3,609,055 |
Short Term Loans (Tables)
Short Term Loans (Tables) | 12 Months Ended |
May 31, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Summary of short term loans | Principal amounts April 1, January 7, Other 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 Fair value adjustments (2,391 ) (760 ) - (3,151 ) Conversions - - (100,000 ) (100,000 ) Repayments (15,483 ) (13,899 ) - (29,382 ) Settlement - (63,907 ) - (63,907 ) Fair value at May 31, 2017 $ 88,011 $ - $ - $ 88,011 |
Unsecured Convertible Promiss23
Unsecured Convertible Promissory Notes and Debentures (Tables) | 12 Months Ended |
May 31, 2017 | |
Unsecured Convertible Promissory Notes and Debentures/Convertible Secured Debentures/Short Term Loans [Abstract] | |
Summary of unsecured convertible promissory notes and debentures | Principal amounts: Convertible Promissory Notes and Conversions DWF 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 (299,000 ) - 170,000 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 $ (1,784,000 ) $ (555,000 ) $ 355,000 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 (20,824 ) Conversions (1,524,000 ) Settlement (555,000 ) Balance at May 31, 2017 $ 355,000 |
Convertible Secured Debentures
Convertible Secured Debentures (Tables) | 12 Months Ended |
May 31, 2017 | |
Unsecured 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 common stock purchase 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 407,776 32,530 440,306 Convertible secured debenture at fair value at May 31, 2017 $ 578,708 $ 36,877 $ 615,585 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 12 Months Ended |
May 31, 2017 | |
Preferred Stock and Warrants [Abstract] | |
Schedule of warrants | Shares Issuable Under Warrants Equity Value Exercise Price Expiration 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 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 - Repriced 305,000 228,344 $ 0.25 February 27, 2019 Issued Series B warrants on February 27, 2014 - Repriced 305,000 4,728 $ 0.25 February 27, 2019 Issued Series A warrants on April 1, 2014 70,000 147,294 $ 1.00 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 299,000 97,442 $ 0.25 April 1, 2019 Issued Series A warrants on April 1, 2014 - Repriced 100,000 2,490 $ 0.35 April 1, 2019 Issued Series B warrants on April 1, 2014 369,000 - $ 2.00 April 1, 2019 Issued Series B warrants on April 1, 2014 - Repriced 100,000 3,140 $ 0.35 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 - Repriced 33,333 10,642 $ 0.25 April 23, 2019 Issued Series C warrants on May 30, 2014 - Repriced 666,667 214,212 $ 0.25 May 30, 2019 Issued Series D warrants on June 27, 2014 - Repriced 166,667 2,384 $ 0.25 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 - Repriced 33,333 16,607 $ 0.25 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 Issued warrants to advisory board on September 28, 2015 - Repriced 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 1,750,000 232,530 $ 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 8,311,647 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 22,593 $ 0.25 August 25, 2021 Issued warrants for private placement on August 31, 2016 1,000,000 108,693 $ 0.25 August 31, 2021 Issued warrants for private placement on September 23, 2016 780,000 82,673 $ 0.25 September 23, 2021 Issued warrants to consultant on November 10, 2016 100,000 8,440 $ 0.25 November 10, 2020 Issued warrants in satisfaction of obligation to issue common shares on April 27, 2017 9,749,616 1,337,392 $ 0.01 April 27, 2022 Issued warrants in satisfaction of obligation to issue common shares on April 28, 2017 869,447 119,265 $ 0.01 April 28, 2022 Issued warrants in satisfaction of obligation to issue common shares on May 31, 2017 5,701,840 782,143 $ 0.01 May 31, 2022 Exercised Warrants (9,749,616 ) (1,337,392 ) $ 0.01 - Total – as of May 31, 2017 47,846,633 9,457,954 |
Employee Benefit and Incentiv26
Employee Benefit and Incentive Plans (Tables) | 12 Months Ended |
May 31, 2017 | |
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 May 31, 2017 13,205,000 $ 0.25 Options exercisable at May 31, 2017 6,430,000 $ 0.25 Fair value of options vested as at May 31, 2017 $ 2,333,927 $ N/A |
Schedule of estimated fair value of options granted | Fiscal Fiscal Total number of shares issued under options 8,775,000 3,200,000 Stock price $ 0.20 $ 0.20 Exercise price $ 0.25 $ 0.25 Time to expiration – days (5 year options) 1,826 1,826 Risk free interest rate (5 year options) 1.38 % 1.13 % Forfeiture rate (all options) 0 % 0 % Estimated volatility (all options) 180 % 191 % Weighted-average fair value of options granted 0.25 0.25 Dividend - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of provision for income taxes | May 31, May 31, Current $ - $ - Deferred 969,732 (6,473,887 ) Change in valuation allowance (969,732 ) 6,473,887 $ - $ - |
Schedule of effective income tax rate reconciliation | May 31, May 31, Income tax at statutory rate 35.00 % 35.00 % Permanent differences (10.50 ) (8.00 ) Change in valuation allowance (24.50 ) (27.00 ) Total 0.00 % 0.00 % |
Schedule of deferred tax assets | May 31, May 31, Net operating losses $ 6,038,787 $ 5,116,331 Intangible Assets 3,999,543 4,193,378 Less: valuation allowance (10,038,330 ) (9,309,709 ) Net deferred tax asset $ - $ - |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | ||
Advertising and marketing costs | $ 17,829 | $ 236,083 |
Warrants to purchase of common shares | 47,846,633 | |
Exercise price, warrants | $ 0.01 | |
Stock options exercisable | 13,205,000 | |
Convertible common stock | 9,146,872 | |
Intangible assets, estimated useful life | 5 years | |
Common stock purchase warrants, term | 5 years | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Exercise price, warrants | $ 2.20 | |
Exercise price, options | 1 | |
Conversion price | 1.50 | |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Exercise price, warrants | 0.01 | |
Exercise price, options | 0.25 | |
Conversion price | $ 0.25 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Going Concern (Textual) | ||
Deficit | $ (27,960,756) | $ (21,664,425) |
Working capital deficit | 654,186 | |
Net cash used in operating activities | (2,614,675) | (2,794,756) |
Amount raised through various financial instruments | 2,488,576 | |
Proceeds from secured debt | $ 2,096,652 |
Concentration of Credit Risk 30
Concentration of Credit Risk and Note Receivable (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2017USD ($) | Feb. 29, 2016shares | Nov. 30, 2016USD ($) | May 31, 2017USD ($)Customershares | May 31, 2016USD ($) | |
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Impairment expense | $ 968,289 | ||||
Unsecured term loans | $ 65,228 | ||||
Interest related amount | 16,512 | ||||
Consultant [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Accrued interest | 20,000 | ||||
Secured convertible debentures | 200,000 | ||||
Consultant one [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Unsecured convertible debentures | 305,000 | ||||
Accrued interest | 91,408 | ||||
Consultant two [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Unsecured convertible debentures | 250,000 | ||||
Accrued interest | $ 43,613 | ||||
Series A Common Stock [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Description of extended term | Common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. | ||||
Series B Common Stock [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Description of extended term | Common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. | ||||
Series D Common Stock [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Description of extended term | Common stock purchase warrants were repriced to $0.25 from $1.00, $2.00, and $2.20 respectively and extended an additional one year to expire in 2020. | ||||
DWF [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Number of shares issued in transaction of sale of stock | shares | 2,250,000 | ||||
Promissory note outstanding value | $ 2,125,000 | ||||
Reduce stock in DWF assets | $ 800,000 | ||||
Investment value | $ 800,000 | ||||
Client [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Percentage of revenues | 25.00% | ||||
Number of shares issued in transaction of sale of stock | shares | 24,000,000 | ||||
Revenue [Member] | Customer Two [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Number of customer | Customer | 3 | ||||
Percentage of revenues | 83.00% | ||||
Revenue [Member] | Former Largest Customer [Member] | |||||
Concentration of Credit Risk and Note Receivable (Textual) | |||||
Percentage of revenues | 0.00% | 83.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2016 | May 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | $ 5,421,067 | $ 4,676,221 |
Additions | 21,522 | 34,097 |
Reclassification | ||
Amortization | (747,830) | (1,063,074) |
Disposal | (18,538) | (38,189) |
Ending Balance on Acquisition | 4,676,221 | 3,609,055 |
Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | 5,278,773 | 4,530,943 |
Additions | ||
Reclassification | ||
Amortization | (747,830) | (1,055,760) |
Disposal | ||
Ending Balance on Acquisition | 4,530,943 | 3,475,183 |
Pending Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | 142,294 | 145,278 |
Additions | 21,522 | 34,097 |
Reclassification | (61,879) | |
Amortization | ||
Disposal | (18,538) | (38,189) |
Ending Balance on Acquisition | 145,278 | 79,307 |
Issued Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance on Acquisition | ||
Additions | ||
Reclassification | 61,879 | |
Amortization | (7,314) | |
Disposal | ||
Ending Balance on Acquisition | $ 54,565 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | Sep. 15, 2015 | May 31, 2017 | Nov. 30, 2016 | May 31, 2017 | Apr. 28, 2017 | Apr. 27, 2017 | May 01, 2016 | Dec. 30, 2015 | Nov. 05, 2015 | Sep. 30, 2015 | May 31, 2015 | Feb. 04, 2015 | Nov. 15, 2013 | Jun. 07, 2013 | May 31, 2013 | Mar. 28, 2013 |
Intangible Assets (Textual) | ||||||||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||||||||||||||
Issuance of warrants shares | 16,320,903 | |||||||||||||||
Additional common stock warrants issued in settlement of previous obligation | 1,600,000 | |||||||||||||||
Remain reserved of shares | 1,300,818 | |||||||||||||||
Remain reserved of value | $ 180,793 | |||||||||||||||
Warrants [Member] | ||||||||||||||||
Intangible Assets (Textual) | ||||||||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 1 | $ 1 | $ 1 | $ 1 | $ 0.54 | $ 0.54 | $ 1 | |||||
Former Debt [Member] | ||||||||||||||||
Intangible Assets (Textual) | ||||||||||||||||
Number of shares issued during acquisitions, shares | 4,686,182 | |||||||||||||||
Winterberry Investments Inc. [Member] | ||||||||||||||||
Intangible Assets (Textual) | ||||||||||||||||
Secured debenture | $ 500,000 | $ 500,000 | ||||||||||||||
Additional common stock warrants issued in settlement of previous obligation | 17,687,500 | |||||||||||||||
Ortsbo Inc. [Member] | ||||||||||||||||
Intangible Assets (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 | |||||||||||||||
Business acquisition, number of shares issued | 12,998,682 | |||||||||||||||
Number of shares to be issued during acquisitions, shares | 18,988,318 | |||||||||||||||
Secured debenture | $ 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 ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Short-term Debt [Line Items] | ||
Fair value | $ 284,451 | $ 791,928 |
Borrowing | 88,011 | 284,451 |
Fair value adjustments | (3,151) | (33,423) |
Conversions | (100,000) | (1,832,768) |
Repayments | 32,772 | 175,155 |
Settlement | (63,907) | |
Fair value | 88,011 | 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] | ||
Borrowing | 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 |
Fair value adjustments | (2,391) | (9,446) |
Conversions | ||
Repayments | (15,483) | (37,214) |
Settlement | ||
Fair value | 88,011 | 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 |
Fair value adjustments | (760) | (4,251) |
Conversions | ||
Repayments | (13,899) | |
Settlement | (63,907) | |
Fair value | 78,566 | |
January 7, 2014 Term Loan [Member] | Borrowing during the first quarter [Member] | ||
Short-term Debt [Line Items] | ||
Borrowing | ||
January 7, 2014 Term Loan [Member] | Borrowing during the second quarter [Member] | ||
Short-term Debt [Line Items] | ||
Borrowing | ||
January 7, 2014 Term Loan [Member] | Borrowing during the third quarter [Member] | ||
Short-term Debt [Line Items] | ||
Borrowing | ||
January 7, 2014 Term Loan [Member] | Borrowing during the fourth quarter [Member] | ||
Short-term Debt [Line Items] | ||
Borrowing | ||
Other Loans [Member] | ||
Short-term Debt [Line Items] | ||
Fair value | 100,000 | 556,566 |
Fair value adjustments | (19,726) | |
Conversions | (1,832,768) | |
Repayments | (100,000) | (403,805) |
Settlement | ||
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) | 12 Months Ended | ||||||
May 31, 2017USD ($)$ / shares | May 31, 2017CAD | May 31, 2017CAD | Oct. 03, 2016$ / shares | May 31, 2016USD ($)$ / 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 | $ 0.0001 | ||||
Exercise price, warrants | $ 0.01 | ||||||
Short term loans | $ | $ 88,011 | $ 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 principal | 15,483 | CAD 20,000 | |||||
Loan value | 88,011 | CAD (118,815) | |||||
January 7, 2014 Term Loan [Member] | |||||||
Short Term Loans (Textual) | |||||||
Repayment of principal | $ 13,899 | CAD 18,125 |
Non-Convertible Secured Deben35
Non-Convertible Secured Debentures (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
First Tranche of Secured Debentures [Member] | ||
Non-Convertible Secured Debentures (Textual) | ||
Secured debentures | $ 4,550,388 | |
Annual interest rate | 12.00% | |
Maturity date, description | Extend the maturity date of the Secured Debentures from December 31, 2015 to July 15, 2020. | |
Secured debentures payment terms | Holder shall have the right 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 secured debentures consent to a put of their Secured Debentures to the Company. | |
Ortsbo Inc. [Member] | ||
Non-Convertible Secured Debentures (Textual) | ||
Secured debentures | $ 4,550,388 | |
Interest expense | $ 546,045 | $ 467,206 |
Unsecured Convertible Promiss36
Unsecured Convertible Promissory Notes and Debentures (Details) - USD ($) | May 31, 2017 | May 31, 2016 | May 31, 2015 |
Total Borrowings | |||
Total | $ 355,000 | $ 2,454,824 | $ 1,945,833 |
Convertible Promissory Notes and Debentures [Member] | |||
Total Borrowings | |||
Total | 2,694,000 | ||
Conversions [Member] | |||
Total Borrowings | |||
Total | (1,784,000) | ||
DWF Settlement [Member] | |||
Total Borrowings | |||
Total | (555,000) | ||
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 January 29, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total | |||
Borrowing on February 27, 2014 [Member] | |||
Total Borrowings | |||
Total | |||
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 February 27, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total | (305,000) | ||
Borrowing on April 1, 2014 [Member] | |||
Total Borrowings | |||
Total | 170,000 | ||
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 | (299,000) | ||
Borrowing on April 1, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total | |||
Borrowing on April 23, 2014 [Member] | |||
Total Borrowings | |||
Total | |||
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 | (50,000) | ||
Borrowing on April 23, 2014 [Member] | DWF Settlement [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 May 31, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total | |||
Borrowing on June 27, 2014 [Member] | |||
Total Borrowings | |||
Total | |||
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 June 27, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total | (250,000) | ||
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 September 2, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total | |||
Borrowing on October 6, 2014 [Member] | |||
Total Borrowings | |||
Total | |||
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 | (50,000) | ||
Borrowing on October 6, 2014 [Member] | DWF Settlement [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 | |||
Borrowing on October 27, 2014 [Member] | DWF Settlement [Member] | |||
Total Borrowings | |||
Total |
Unsecured Convertible Promiss37
Unsecured Convertible Promissory Notes and Debentures (Details 1) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Unsecured Convertible Promissory Notes and Debentures [Roll Forward] | ||
Beginning Balance | $ 2,454,824 | $ 1,945,833 |
Fair value adjustment | (20,824) | 768,991 |
Conversions | (1,524,000) | (260,000) |
Settlement | (555,000) | |
Ending Balance | $ 355,000 | $ 2,454,824 |
Unsecured Convertible Promiss38
Unsecured Convertible Promissory Notes and Debentures (Details Textual) | Apr. 01, 2014USD ($)$ / sharesshares | Jan. 07, 2014USD ($)shares | Jan. 07, 2014CAD | Feb. 27, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | May 31, 2017USD ($)$ / shares | May 31, 2016USD ($)$ / shares | May 31, 2015USD ($)$ / sharesshares | Feb. 28, 2017$ / shares | Sep. 21, 2016USD ($)$ / shares | May 30, 2016$ / shares |
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Notes mature period | 5 years | ||||||||||
Current stock price | $ / shares | $ 0.20 | $ 0.20 | |||||||||
Amount of debt conversion | $ 1,225,000 | ||||||||||
Interest expenses | $ 100,242 | ||||||||||
Series A Warrants [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Conversion price | $ / shares | $ 0.25 | ||||||||||
Amount of debt conversion | $ 299,000 | ||||||||||
Convertible debenture expired date | May 31, 2017 | ||||||||||
Accredited Investors [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Amount of debt conversion | $ 90,777 | CAD 100,000 | |||||||||
Convertible Promissory Note [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Principal amount of convertible promissory note | $ 469,000 | $ 305,000 | $ 395,000 | ||||||||
Interest rate on convertible promissory note | 6.00% | 6.00% | 6.00% | 6.00% | |||||||
Interest rate on convertible promissory note for future if not paid | 16.00% | ||||||||||
Convertible promissory notes, unit | shares | 469 | 475 | 305 | 395 | |||||||
Convertible promissory note par value | $ / shares | $ 100 | $ 100 | $ 100 | ||||||||
Purchase price | $ / shares | $ 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 | ||||||||
Notes mature period | 24 months | 24 months | 24 months | 24 months | |||||||
Conversion price | $ / shares | $ 1 | ||||||||||
Amount of debt conversion | $ 300,000 | ||||||||||
Trade payables | $ 50,000 | ||||||||||
Convertible debentures due | Apr. 1, 2016 | Feb. 27, 2016 | Jan. 29, 2016 | ||||||||
Convertible Promissory Note [Member] | Series A Warrants [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Current stock price | $ / shares | $ 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] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Current stock price | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||
Common stock to warrant holder | shares | 1,000 | 1,000 | 1,000 | ||||||||
Convertible Promissory Note [Member] | Series C warrants [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Purchase price | $ / shares | $ 2.20 | ||||||||||
Common stock to warrant holder | shares | 700,000 | ||||||||||
Convertible Promissory Note [Member] | Series D warrants [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Purchase price | $ / shares | $ 2.20 | ||||||||||
Common stock to warrant holder | shares | 316,666 | ||||||||||
Convertible Promissory Note [Member] | Private Investors [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Convertible promissory notes, unit | shares | 1,050 | ||||||||||
Convertible promissory notes | $ 1,050,000 | ||||||||||
Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Convertible promissory notes, unit | shares | 475 | ||||||||||
Convertible promissory notes | $ 475,000 | ||||||||||
Convertible Debentures with Series A and B Warrants [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Principal amount of convertible promissory note | 260,000 | $ 100,000 | |||||||||
Notes mature period | 5 years | ||||||||||
Current stock price | $ / shares | $ 0.25 | ||||||||||
Conversion price | $ / shares | 0.20 | $ 0.35 | |||||||||
Additional borrowings | $ 299,000 | ||||||||||
Interest expenses | $ 99,214 | 101,881 | |||||||||
Description of convertible debenture | On February 28, 2017, a debenture holder with $305,000 in principal forgave their debenture and accrued interest in exchange for amending terms for Series A and B Warrants to $0.25 from $1.50 and $2.00 each respectively as well as an extension of one year to the terms of the common stock purchase warrants in conjunction with the settlement of DWF | ||||||||||
Convertible Debentures with Series C or Series D Warrants [Member] | |||||||||||
Unsecured Convertible Promissory Notes and Debentures (Textual) | |||||||||||
Interest rate on convertible promissory note | 6.00% | ||||||||||
Notes mature period | 5 years | ||||||||||
Conversion price | $ / shares | $ 1.50 | $ 0.20 | $ 1.5 | ||||||||
Additional borrowings | $ 1,225,000 | ||||||||||
Interest expenses | $ 42,127 | $ 91,731 | |||||||||
Warrants price | $ / shares | $ 0.25 | ||||||||||
Description of convertible debenture | On February 28, 2017, two debenture holders with $250,000 in principal forgave their debentures and accrued interest in exchange for amending terms for Series D warrants to $0.25 from $2.20 as well as an extension of one year to the terms of the common stock purchase warrants in conjunction with settlement of DWF | ||||||||||
Convertible debenture expired date | May 31, 2017 |
Convertible Secured Debenture39
Convertible Secured Debentures (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 01, 2016 | Dec. 30, 2015 | May 31, 2017 | May 31, 2016 | |
Debt Instrument [Line Items] | ||||
Gross proceeds | $ 295,000 | $ 912,000 | ||
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 common stock purchase 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 secured debenture at fair value | 4,347 | 170,932 | 175,279 | |
Change in fair value | 32,530 | 407,776 | 440,306 | |
Convertible secured debenture at fair value | $ 36,877 | $ 578,708 | $ 615,585 | $ 175,279 |
Convertible Secured Debenture40
Convertible Secured Debentures (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 01, 2016 | Dec. 30, 2015 | Sep. 30, 2015 | May 31, 2017 | May 31, 2016 | Feb. 28, 2017 | Nov. 30, 2016 | |
Convertible Secured Debentures (Textual) | |||||||
Gross proceeds from private placement | $ 295,000 | $ 912,000 | |||||
Subscription receivable | $ 2,226,348 | $ 2,226,348 | $ 2,226,348 | ||||
Volatility rate | 191.00% | 180.00% | |||||
Dividend rate | |||||||
Interest expenses | $ 100,242 | ||||||
Convertible secured debentures [Member] | |||||||
Convertible Secured Debentures (Textual) | |||||||
Gross proceeds from private placement | $ 2,040,000 | $ 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 stock 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. | ||||||
Value for warrants by binomial model | $ 119,072 | 1,580,980 | |||||
Volatility rate | 180.00% | ||||||
Expected life | 5 years | ||||||
Risk free interest rate | 1.28% | ||||||
Dividend rate | 0.00% | ||||||
Fair value of equity warrant | 1,580,980 | ||||||
Carrying value of the debenture liability | $ 36,877 | 578,708 | |||||
Beneficial conversion feature | 51,396 | 459,020 | 51,396 | ||||
Net of subscription receivable written off | 2,040,000 | ||||||
Interest expenses | $ 283,256 | $ 136,275 | |||||
Maturity date, description | Expected term of 5 years to maturity. | ||||||
Additional Paid-in Capital [Member] | |||||||
Convertible Secured Debentures (Textual) | |||||||
Fair value of equity warrant | 119,072 | ||||||
Beneficial conversion feature | 51,396 | 459,020 | $ 459,020 | ||||
Director [Member] | |||||||
Convertible Secured Debentures (Textual) | |||||||
Conversion of secured debenture | 170,468 | ||||||
Director [Member] | Convertible secured debentures [Member] | |||||||
Convertible Secured Debentures (Textual) | |||||||
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 stock 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] | |||||||
Convertible Secured Debentures (Textual) | |||||||
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 ($) | Nov. 10, 2016 | Oct. 03, 2016 | Aug. 31, 2016 | Jun. 13, 2016 | Mar. 21, 2016 | Nov. 05, 2015 | Apr. 28, 2017 | Nov. 15, 2016 | Sep. 30, 2016 | Sep. 23, 2016 | May 17, 2016 | Apr. 18, 2016 | Aug. 31, 2015 | May 31, 2017 | May 31, 2017 | May 31, 2016 | Apr. 27, 2017 | Aug. 25, 2016 | Jul. 06, 2016 | May 01, 2016 | Dec. 30, 2015 | Sep. 28, 2015 | May 31, 2015 | Feb. 04, 2015 | Nov. 15, 2013 | Jun. 07, 2013 | May 31, 2013 | Mar. 28, 2013 |
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Common stock purchase warrants, issued | 9,749,616 | |||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Additional common stock purchase warrants issued | 47,846,633 | 47,846,633 | 39,055,346 | |||||||||||||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||||||||||||||||||
Common Stock, shares subscribed | 1,300,818 | 1,300,818 | 20,308,890 | |||||||||||||||||||||||||
Common stock issued for settlement of debt, shares | 16,320,903 | |||||||||||||||||||||||||||
Common stock issued on cashless exercise of warrants, shares | 9,749,616 | |||||||||||||||||||||||||||
Common stock issuance, 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 common stock purchase warrants. | |||||||||||||||||||||||||||
Settlement of common stock shares account payables | 120,000 | |||||||||||||||||||||||||||
Fair value of settlement of shares | $ 30,000 | |||||||||||||||||||||||||||
Volatility rate | 191.00% | 180.00% | ||||||||||||||||||||||||||
Dividend rate | ||||||||||||||||||||||||||||
Common stock shares issuable for conversion | 14,840,964 | 88,844 | ||||||||||||||||||||||||||
Shares issued on conversion of debt | $ 2,064,830 | |||||||||||||||||||||||||||
Remain reserved of shares | 1,300,818 | |||||||||||||||||||||||||||
Remain reserved of value | $ 180,793 | |||||||||||||||||||||||||||
Value of equity obligation of acquisition consideration amount | 2,458,278 | |||||||||||||||||||||||||||
Aforementioned amounts to additional paid in capital within stockholders' deficit | $ 2,458,278 | |||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Shares issued on conversion of debt | $ 1,496,931 | $ 305,307 | $ 262,592 | |||||||||||||||||||||||||
Shares issued on conversion of debt, shares | 5,956,226 | 1,221,228 | 1,050,368 | |||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.25 | $ 0.25 | $ 1 | |||||||||||||||||||||||||
FirstTranche [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase 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 | |||||||||||||||||||||||||||
Common stock issuance, description | Consisting of one common stock and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 157,046 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 94,854 | |||||||||||||||||||||||||||
Warrants vesting, description | These common stock purchase warrants will vest in increments of thirds with the first 1/3 vested on April 17, 2017, second increment of 1/3 on April 17, 2018, and last 1/3 on April 17, 2019. | |||||||||||||||||||||||||||
Volatility rate | 180.00% | |||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||
Risk free interest rate | 1.24% | |||||||||||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||||||||||
Second Tranche [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase 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 | |||||||||||||||||||||||||||
Common stock issuance, description | Consisting of one common stock and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 411,515 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 248,221 | |||||||||||||||||||||||||||
Warrants vesting, description | These common stock purchase warrants will vest in increments of thirds with the first 1/3 vested on May 16, 2017, second increment of 1/3 on May 16, 2018, and last 1/3 on May 16, 2019. | |||||||||||||||||||||||||||
Volatility rate | 179.00% | |||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||
Risk free interest rate | 1.29% | |||||||||||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||||||||||
Second Tranche [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||
Second Tranche [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 | |||||||||||||||||||||||||||
Third Tranche [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.25 | |||||||||||||||||||||||||||
Shares issued, price per share | $ 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 | |||||||||||||||||||||||||||
Common stock issuance, description | Consisting of one common stock and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 141,307 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 108,693 | |||||||||||||||||||||||||||
Warrants vesting, description | These common stock purchase 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. | |||||||||||||||||||||||||||
Volatility rate | 191.00% | |||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||
Risk free interest rate | 1.19% | |||||||||||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||||||||||
Third Tranche [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Shares issued, price per share | 0.25 | 0.25 | ||||||||||||||||||||||||||
Fourth Tranche [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.25 | |||||||||||||||||||||||||||
Shares issued, price per share | $ 0.25 | |||||||||||||||||||||||||||
Number of shares issued in private placement, shares | 780,000 | |||||||||||||||||||||||||||
Number of shares issued in private placement, value | $ 195,000 | |||||||||||||||||||||||||||
Common stock issuance, description | Each unit consisting of one share of common stock and one common stock purchase warrant with an exercise price of $0.25 per share and expiry of five years from the date of issuance | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 112,327 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 82,673 | |||||||||||||||||||||||||||
Warrants vesting, description | These common stock purchase 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. | |||||||||||||||||||||||||||
Volatility rate | 200.00% | |||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||
Risk free interest rate | 1.16% | |||||||||||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||||||||||
Fourth Tranche [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Number of shares issued in private placement, shares | 80,000 | |||||||||||||||||||||||||||
Number of shares issued in private placement, value | $ 20,000 | |||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | 0.01 | 0.01 | ||||||||||||||||||||||||||
Volatility rate | 178.00% | |||||||||||||||||||||||||||
Risk free interest rate | 1.38% | |||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 2.20 | $ 2.20 | ||||||||||||||||||||||||||
Volatility rate | 180.00% | |||||||||||||||||||||||||||
Risk free interest rate | 1.42% | |||||||||||||||||||||||||||
Winterberry Investments Inc. [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Additional common stock purchase warrants issued | 17,687,500 | 17,687,500 | ||||||||||||||||||||||||||
Winterberry Investments Inc. [Member] | Investor [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, issued | 16,320,903 | |||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Additional common stock purchase warrants issued | 1,600,000 | 1,600,000 | ||||||||||||||||||||||||||
Ortsbo [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Remain reserved of shares | 17,687,500 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
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 | $ 823 | |||||||||||||||||||||||||||
Shares issued on conversion of debt, shares | 8,227,822 | |||||||||||||||||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.25 | |||||||||||||||||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 2.20 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 1 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 1 | $ 1 | $ 1 | $ 0.54 | $ 0.54 | $ 1 | |||||||||||||||||
Additional common stock purchase warrants issued | 1,600,000 | 1,600,000 | ||||||||||||||||||||||||||
Common stock issued for settlement of debt, shares | 1,600,000 | |||||||||||||||||||||||||||
Common stock issued on cashless exercise of warrants, shares | 8,954,934 | 8,954,934 | ||||||||||||||||||||||||||
Volatility rate | 180.00% | |||||||||||||||||||||||||||
Risk free interest rate | 1.38% | |||||||||||||||||||||||||||
Dividend rate | 0.00% | |||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||||||||||||
Common Stock (Textual) | ||||||||||||||||||||||||||||
Common stock purchase warrants, exercise price | $ 0.25 | $ 1 | $ 1.50 | $ 1.50 | $ 0.25 | |||||||||||||||||||||||
Volatility rate | 215.00% | 178.00% | ||||||||||||||||||||||||||
Risk free interest rate | 1.17% | 0.85% | ||||||||||||||||||||||||||
Dividend rate | 0.00% | 0.00% |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details) - USD ($) | Apr. 27, 2017 | Nov. 10, 2016 | Aug. 31, 2016 | 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 31, 2017 | Apr. 28, 2017 | Sep. 23, 2016 | May 17, 2016 | May 01, 2016 | Dec. 30, 2015 | Sep. 28, 2015 | May 31, 2015 | Oct. 27, 2014 | Jun. 27, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Nov. 15, 2013 | May 31, 2013 | Mar. 28, 2013 | May 31, 2017 | May 31, 2017 | May 31, 2016 | May 31, 2014 |
Issued | 47,846,633 | 47,846,633 | 47,846,633 | 39,055,346 | ||||||||||||||||||||||||||||||
Exercise Price | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||
Equity Value | $ 9,457,954 | $ 8,311,647 | ||||||||||||||||||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||||||||||||||||||
Issued | 800,000 | |||||||||||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | Apr. 7, 2019 | ||||||||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||
Shares issued of repriced | 1,700,000 | |||||||||||||||||||||||||||||||||
Equity Value | $ 1,495,200 | |||||||||||||||||||||||||||||||||
Series Warrants [Member] | ||||||||||||||||||||||||||||||||||
Issued | 70,000 | 135,000 | ||||||||||||||||||||||||||||||||
Expiration | Apr. 1, 2019 | Jan. 29, 2019 | ||||||||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||
Shares issued of repriced | 299,000 | 260,000 | ||||||||||||||||||||||||||||||||
Equity value of repriced | $ 97,442 | $ 268,770 | ||||||||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | Jan. 29, 2019 | ||||||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Equity Value | $ 147,294 | $ 135,989 | ||||||||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | 305,000 | ||||||||||||||||||||||||||||||||
Equity value of repriced | $ 2,490 | $ 228,344 | ||||||||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | Feb. 27, 2019 | ||||||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.35 | $ 0.25 | ||||||||||||||||||||||||||||||||
Series B warrants [Member] | ||||||||||||||||||||||||||||||||||
Issued | 369,000 | 135,000 | ||||||||||||||||||||||||||||||||
Expiration | Apr. 1, 2019 | Jan. 29, 2019 | ||||||||||||||||||||||||||||||||
Exercise Price | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | 305,000 | 260,000 | |||||||||||||||||||||||||||||||
Equity value of repriced | $ 3,140 | $ 4,728 | $ 9,022 | |||||||||||||||||||||||||||||||
Expiration date of repriced | Apr. 1, 2019 | Feb. 27, 2019 | Jan. 29, 2019 | |||||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.35 | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||||||
Equity Value | ||||||||||||||||||||||||||||||||||
Series C warrants [Member] | ||||||||||||||||||||||||||||||||||
Shares issued of repriced | 666,667 | 33,333 | ||||||||||||||||||||||||||||||||
Equity value of repriced | $ 214,212 | $ 10,642 | ||||||||||||||||||||||||||||||||
Expiration date of repriced | May 30, 2019 | Apr. 23, 2019 | ||||||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Series D warrants [Member] | ||||||||||||||||||||||||||||||||||
Issued | 33,333 | |||||||||||||||||||||||||||||||||
Expiration | Oct. 27, 2019 | |||||||||||||||||||||||||||||||||
Exercise Price | $ 2.20 | |||||||||||||||||||||||||||||||||
Shares issued of repriced | 33,333 | 83,333 | 166,667 | |||||||||||||||||||||||||||||||
Equity value of repriced | $ 16,607 | $ 41,593 | $ 2,384 | |||||||||||||||||||||||||||||||
Expiration date of repriced | Oct. 6, 2019 | Sep. 2, 2019 | Jun. 27, 2019 | |||||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||||||
Equity Value | $ 15,667 | |||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Issued | 9,749,616 | 100,000 | 70,000 | 165,000 | 5,701,840 | 869,447 | 1,704,680 | 20,400,000 | 5,000 | 12,000 | 370,000 | 401,000 | 5,701,840 | 5,701,840 | ||||||||||||||||||||
Expiration | Apr. 27, 2022 | Oct. 16, 2017 | Feb. 4, 2020 | Jun. 7, 2018 | May 31, 2022 | Apr. 28, 2022 | May 1, 2021 | Dec. 29, 2020 | May 31, 2017 | Nov. 15, 2018 | May 31, 2018 | Mar. 28, 2018 | ||||||||||||||||||||||
Exercised Warrants, shares | 9,749,616 | (9,749,616) | (70,000) | |||||||||||||||||||||||||||||||
Exercised Warrants | $ 0.01 | $ 1 | ||||||||||||||||||||||||||||||||
Exercise Price | $ 0.01 | $ 1 | $ 1 | $ 0.54 | $ 0.01 | $ 0.01 | $ 0.01 | $ 1 | $ 1 | $ 0.54 | $ 1 | |||||||||||||||||||||||
Equity Value | $ 1,337,392 | $ 211,365 | $ 782,143 | $ 119,265 | $ 119,072 | $ 1,580,980 | $ 990 | $ 3,744 | $ 543,530 | $ 917,087 | $ (1,337,392) | |||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||
Issued | 1,000,000 | 1,008,000 | 780,000 | 2,640,000 | ||||||||||||||||||||||||||||||
Expiration | Aug. 31, 2021 | Apr. 18, 2021 | Sep. 23, 2021 | May 17, 2021 | ||||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||
Equity Value | $ 108,693 | $ 94,854 | $ 82,673 | $ 248,221 | ||||||||||||||||||||||||||||||
Warrant [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||||
Issued | 100,000 | 90,000 | 330,000 | 330,000 | 330,000 | |||||||||||||||||||||||||||||
Expiration | Nov. 10, 2020 | Jul. 6, 2018 | Oct. 16, 2017 | May 30, 2019 | ||||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | $ 1 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||||||||||||||||||||
Shares issued of repriced | 100,000 | |||||||||||||||||||||||||||||||||
Equity Value | $ 8,440 | $ 22,500 | $ 165,330 | |||||||||||||||||||||||||||||||
Warrant [Member] | Consultant One [Member] | ||||||||||||||||||||||||||||||||||
Issued | 15,000 | |||||||||||||||||||||||||||||||||
Expiration | May 31, 2017 | |||||||||||||||||||||||||||||||||
Exercise Price | $ 1.50 | |||||||||||||||||||||||||||||||||
Equity Value | $ 2,970 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Advisory Board [Member] | ||||||||||||||||||||||||||||||||||
Issued | 250,000 | 1,750,000 | ||||||||||||||||||||||||||||||||
Expiration | Aug. 25, 2021 | Mar. 21, 2021 | ||||||||||||||||||||||||||||||||
Exercise Price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Shares issued of repriced | 300,000 | |||||||||||||||||||||||||||||||||
Equity value of repriced | $ 233,490 | |||||||||||||||||||||||||||||||||
Expiration date of repriced | Aug. 31, 2020 | |||||||||||||||||||||||||||||||||
Exercise price of repriced | $ 0.25 | |||||||||||||||||||||||||||||||||
Equity Value | $ 22,593 | $ 232,530 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Consultant Two [Member] | ||||||||||||||||||||||||||||||||||
Issued | 100,000 | 4,000,000 | ||||||||||||||||||||||||||||||||
Expiration | Oct. 16, 2017 | May 1, 2021 | ||||||||||||||||||||||||||||||||
Exercise Price | $ 1 | $ 0.25 | ||||||||||||||||||||||||||||||||
Equity Value | $ 23,240 | $ 721,200 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | ||||||||||||||||||||||||||||||||||
Issued | 1,700,000 | |||||||||||||||||||||||||||||||||
Expiration | Apr. 7, 2019 | |||||||||||||||||||||||||||||||||
Exercise Price | $ 1 | |||||||||||||||||||||||||||||||||
Equity Value | $ 519,520 |
Preferred Stock and Warrants 43
Preferred Stock and Warrants (Details Textual) - USD ($) | Apr. 27, 2017 | Nov. 10, 2016 | Aug. 25, 2016 | Jul. 06, 2016 | Mar. 21, 2016 | Nov. 05, 2015 | Feb. 04, 2015 | Jun. 07, 2013 | May 31, 2017 | Apr. 28, 2017 | May 01, 2016 | Dec. 30, 2015 | May 31, 2015 | Nov. 15, 2013 | May 31, 2013 | Mar. 31, 2013 | Mar. 28, 2013 | May 31, 2017 | May 31, 2017 | May 31, 2016 | May 31, 2014 | Feb. 28, 2017 | Sep. 28, 2015 |
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Term of warrant | 5 years | ||||||||||||||||||||||
Volatility rate | 191.00% | 180.00% | |||||||||||||||||||||
Expected term | 1 year 3 months 11 days | ||||||||||||||||||||||
Dividend rate | |||||||||||||||||||||||
Warrants issued | $ 89,287 | $ 1,279,846 | |||||||||||||||||||||
Common stock purchase warrants, issued | 9,749,616 | ||||||||||||||||||||||
Additional warrants issued | 47,846,633 | 47,846,633 | 47,846,633 | 39,055,346 | |||||||||||||||||||
Remain reserved of shares | 1,300,818 | ||||||||||||||||||||||
Remain reserved of value | $ 180,793 | ||||||||||||||||||||||
Common stock issued on cashless exercise of warrants, shares | 9,749,616 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
Winterberry Investments Inc. [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Term of warrant | 5 years | ||||||||||||||||||||||
Additional warrants issued | 17,687,500 | 17,687,500 | 17,687,500 | ||||||||||||||||||||
Investor [Member] | Winterberry Investments Inc. [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Common stock purchase warrants, issued | 16,320,903 | ||||||||||||||||||||||
Additional warrants issued | 1,600,000 | 1,600,000 | 1,600,000 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Volatility rate | 178.00% | ||||||||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants exercise price | $ 2.20 | 2.20 | $ 2.20 | ||||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||||||
Risk free interest rate | 1.42% | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants exercise price | $ 0.01 | $ 1 | $ 1 | $ 0.54 | $ 0.01 | $ 0.01 | $ 0.01 | $ 1 | $ 1 | $ 0.54 | $ 1 | ||||||||||||
Expiration | Apr. 27, 2022 | Oct. 16, 2017 | Feb. 4, 2020 | Jun. 7, 2018 | May 31, 2022 | Apr. 28, 2022 | May 1, 2021 | Dec. 29, 2020 | May 31, 2017 | 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% | ||||||||||||||||||||||
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. | It is expected the 21,798,453 unvested warrants will ultimately vest. | |||||||||||||||||||||
Vested and exercisable price of warrants | $ 0.27 | 0.27 | $ 0.27 | $ 0.87 | |||||||||||||||||||
Unvested and exercisable price of warrants | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.07 | |||||||||||||||||||
Warrants vested term | 1 year 10 months 28 days | 8 months 16 days | |||||||||||||||||||||
Warrant unvested term | 1 year 8 months 12 days | 3 years 7 months 13 days | |||||||||||||||||||||
Additional warrants issued | 1,600,000 | 1,600,000 | 1,600,000 | ||||||||||||||||||||
Common stock issued on cashless exercise of warrants, shares | 8,954,934 | 8,954,934 | |||||||||||||||||||||
Exercised Warrants, shares | 9,749,616 | (9,749,616) | (70,000) | ||||||||||||||||||||
Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants exercise price | $ 1 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
Warrants, description | These common stock purchase warrants will vest in increments of 1/3 with the first 1/3 being vested on May 1, 2016, second increment of 1/3 on April 30, 2017, and last 1/3 on April 30, 2018. | ||||||||||||||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants issued to purchase common stock | 100,000 | ||||||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | $ 1 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||||
Expiration | Nov. 10, 2020 | Jul. 6, 2018 | Oct. 16, 2017 | May 30, 2019 | |||||||||||||||||||
Volatility rate | 215.00% | 178.00% | |||||||||||||||||||||
Risk free interest rate | 1.17% | 0.85% | |||||||||||||||||||||
Expected term | 4 years | 2 years | |||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||
Warrant [Member] | Advisory Board [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Warrants issued to purchase common stock | 300,000 | ||||||||||||||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||||||||||||||||||||
Expiration | Aug. 25, 2021 | Mar. 21, 2021 | |||||||||||||||||||||
Volatility rate | 180.00% | ||||||||||||||||||||||
Risk free interest rate | 1.38% | ||||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Warrants, description | These common stock purchase 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. | ||||||||||||||||||||||
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 | 5 years | |||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Warrants, description | These common stock purchase 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. | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Preferred Stock and Warrants (Textual) | |||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||
Preferred stock, shares outstanding |
Employee Benefit and Incentiv44
Employee Benefit and Incentive Plans (Details) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | May 31, 2017 | May 31, 2016 |
Option Indexed to Issuer's Equity [Line Items] | ||||
Options exercisable, Number of shares | 13,205,000 | |||
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 | 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 | ||
Options exercisable, Number of shares | 6,430,000 | |||
Fair value of options vested | $ 2,333,927 | |||
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 | ||
Options exercisable, Weighted Average Exercise Price Per share | 0.25 | |||
Fair value of options vesting, Weighted Average Exercise Price Per share |
Employee Benefit and Incentiv45
Employee Benefit and Incentive Plans (Details 1) - $ / shares | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Fair value of options granted : | ||
Stock price | $ 0.20 | $ 0.20 |
Exercise price | $ 0.25 | $ 0.25 |
Estimated volatility (all options) | 191.00% | 180.00% |
Weighted-average fair value of options granted | $ 0.25 | $ 0.25 |
Dividend | ||
Stock Options [Member] | ||
Fair value of options granted : | ||
Total number of shares issued under options | 3,200,000 | 8,775,000 |
All Options [Member] | ||
Fair value of options granted : | ||
Forfeiture rate (all options) | 0.00% | 0.00% |
Five Year Option [Member] | ||
Fair value of options granted : | ||
Time to expiration - days | 1826 days | 1826 days |
Risk free interest rate | 1.13% | 1.38% |
Employee Benefit and Incentiv46
Employee Benefit and Incentive Plans (Details Textual) - USD ($) | Aug. 25, 2016 | Mar. 21, 2016 | May 31, 2017 | May 31, 2016 | Feb. 28, 2017 | 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 | 3 years 7 months 6 days | ||||||
Unvested options expected shares | 6,775,000 | ||||||
Unvested weighted average remaining term | 3 years 11 months 15 days | ||||||
Unearned stock based compensation | $ 1,293,208 | ||||||
Weighted average vesting period | 1 year 3 months 11 days | ||||||
Aggregate intrinsic value | |||||||
Stock Options [Member] | |||||||
Employee Benefit and Incentive Plans (Textual) | |||||||
Exercise price, options | $ 0.25 | $ 0.28 | $ 0.25 | $ 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 | 3,200,000 | 8,750,000 | 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 Tr47
Related Party Balances and Transactions (Details) | Aug. 25, 2016USD ($)$ / sharesshares | Mar. 21, 2016USD ($)$ / sharesshares | May 01, 2016USD ($)$ / sharesshares | Dec. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 28, 2015USD ($)$ / sharesshares | May 31, 2017USD ($)Directors$ / sharesshares | Nov. 30, 2016USD ($)Directorsshares | May 31, 2017USD ($)Directors$ / sharesshares | May 31, 2016USD ($)shares | Feb. 28, 2017USD ($)Directors | Aug. 31, 2016$ / shares | May 17, 2016$ / shares | Nov. 05, 2015shares |
Related Party Balances and Transactions (Textual) | ||||||||||||||
Related to managerial services | $ 146,982 | |||||||||||||
Related party liability | $ 16,654 | |||||||||||||
Shares, Issued | shares | 17,687,500 | 17,687,500 | ||||||||||||
Warrants issued | shares | 9,749,616 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Additional warrants issued | shares | 47,846,633 | 47,846,633 | 39,055,346 | |||||||||||
Convertible secured debentures issued | $ 295,000 | $ 912,000 | ||||||||||||
Warrants issued to purchase of common stock | $ 48,075 | $ 349,825 | ||||||||||||
Warrants issued to purchase of common stock, shares | shares | 250,000 | 1,750,000 | 100,000 | |||||||||||
Warrant expiry date | Aug. 25, 2021 | Mar. 21, 2021 | May 1, 2021 | |||||||||||
Consulting fees | $ 200,000 | |||||||||||||
Issuance of common stock, shares | shares | 1,300,818 | |||||||||||||
Bonus payable | 100,000 | |||||||||||||
Issuance of common stock, value | $ 180,793 | |||||||||||||
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. | |||||||||||||
Subscription receivable | $ 2,226,348 | $ 2,226,348 | 2,226,348 | $ 2,226,348 | ||||||||||
Additional expenses of stock based compensation | $ 6,390 | $ 1,305,318 | 1,164,887 | |||||||||||
Private Placement [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Convertible secured debentures issued | $ 1,783,526 | |||||||||||||
Tranche Two [Member] | Private Placement [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Tranche Three [Member] | Private Placement [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | |||||||||||||
Convertible secured debentures [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Convertible secured debentures issued | $ 2,040,000 | 4,550,388 | ||||||||||||
Maturity date, description | Expected term of 5 years to maturity. | |||||||||||||
Former Debt [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Number of common stock shares issue | shares | 4,686,182 | |||||||||||||
CEO [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Secured debenture | $ 200,000 | |||||||||||||
Description of convertible debenture | A 12% secured convertible debenture with a maturity date of five years from issuance convertible at $0.25 per common. | |||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Warrants issued to purchase of common stock | $ 721,200 | |||||||||||||
Warrants issued to purchase of common stock, shares | shares | 4,000,000 | |||||||||||||
Cash obligations as employee | $ 294,906 | |||||||||||||
Consultant forgiven | 18,200 | |||||||||||||
Director [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Advance from director | $ 170,468 | |||||||||||||
Director [Member] | Convertible secured debentures [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Convertible secured debentures issued | 1,075,000 | |||||||||||||
Board of Directors [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | $ 0.25 | $ 1 | |||||||||||
Number of directors | Directors | 3 | 3 | 3 | 3 | ||||||||||
Warrants issued to purchase of common stock, shares | shares | 300,000 | |||||||||||||
Warrants revalued | $ 233,490 | |||||||||||||
Common stock purchase warrants expiry, description | Expiry of five years from September 1, 2015. | |||||||||||||
Additional expenses of stock based compensation | $ 227,100 | |||||||||||||
Board of Directors [Member] | Tranche Two [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Issuance of common stock, shares | shares | 1,200,000 | |||||||||||||
Issuance of common stock, value | $ 300,000 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | $ 0.25 | ||||||||||||
Board of Directors [Member] | Tranche Three [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Issuance of common stock, shares | shares | 1,000,000 | |||||||||||||
Issuance of common stock, value | $ 250,000 | |||||||||||||
Shares issued, price per share | $ / shares | 0.25 | $ 0.25 | ||||||||||||
Board of Directors [Member] | Tranche Four [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Issuance of common stock, shares | shares | 80,000 | |||||||||||||
Issuance of common stock, value | $ 20,000 | |||||||||||||
Shares issued, price per share | $ / shares | $ 0.25 | $ 0.25 | ||||||||||||
Intertainment Media, Inc. [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Development amount | 54,393 | |||||||||||||
Managerial services | $ 92,589 | |||||||||||||
Winterberry Investments Inc. [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Secured debenture | 500,000 | 500,000 | ||||||||||||
Additional warrants issued | shares | 17,687,500 | 17,687,500 | ||||||||||||
Winterberry Investments Inc. [Member] | Investor [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Warrants issued | shares | 16,320,903 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Additional warrants issued | shares | 1,600,000 | 1,600,000 | ||||||||||||
Luis Vasquez-Senties [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Secured debenture | 500,000 | 500,000 | ||||||||||||
David Berry [Member] | ||||||||||||||
Related Party Balances and Transactions (Textual) | ||||||||||||||
Secured debenture | $ 733,526 | |||||||||||||
Advance from director | $ 170,468 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Schedule of provision for income taxes | ||
Current | ||
Deferred | 969,732 | (6,473,887) |
Change in valuation allowance | (969,732) | 6,473,887 |
Provision for income taxes |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Schedule of effective income tax rate reconciliation | ||
Income tax at statutory rate | 35.00% | 35.00% |
Permanent differences | (10.50%) | (8.00%) |
Change in valuation allowance | (24.50%) | (27.00%) |
Total | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | May 31, 2017 | May 31, 2016 |
Schedule of deferred tax assets | ||
Net operating losses | $ 6,038,787 | $ 5,116,331 |
Intangible Assets | 3,999,543 | 4,193,378 |
Less: valuation allowance | (10,038,330) | (9,309,709) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Taxes (Textual) | ||
Income tax at statutory federal rate | 35.00% | 35.00% |
Net operating loss carry-forward | $ 18,353,871 | $ 14,618,084 |
Operating loss carryforwards, expiration date | Expire in 2033. |