Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Feb. 28, 2014 | Jul. 15, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Sealand Natural Resources Inc. | ' |
Entity Central Index Key | '0001522236 | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'SLNR | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'true | ' |
Document Period End Date | 28-Feb-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Common Stock, Shares Outstanding | ' | 2,749,029 |
Amendment Description | ' | ' |
EXPLANATORY NOTE | ||
We are filing this Amendment No. 1 on Form 10-Q/A (the "Amended Filing") to our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2014 originally filed with the Securities and Exchange Commission ("Commission") on April 21, 2014 (the "Original Filing") to restate our financial statements for the period ended February 28, 2014 which did not properly account for some expenses pertaining to legal and professional fees, product development costs, stock discount expense, and other office and miscellaneous expenses. | ||
Description of Restatement | ||
There was an inputting error in the financial statements that resulted in our not properly accounting for some expenses pertaining to legal and professional fees, product development costs, stock discount expense, and other office and miscellaneous expenses. As a result of the restatement, total operating expenses increased from $1,745,179 to $2,152,304, net loss increased from $(1,823,156) to $(2,230,281), and loss per share increased from $(0.78) to $(0.95). | ||
Items Amended in this Filing | ||
This Amended Filing amends and restates the following items of our Original Filing for the quarterly period ended February 28, 2014: | ||
Part I - Item 1. Financial Statements, including Note 3 Restatement of Previously Issued Financial Statements | ||
Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
Part I - Item 4. Controls and Procedures | ||
Part II - Item 6. Exhibits | ||
In accordance with applicable Commission rules, this Amended Filing includes new certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") from our Principal Executive Officer and Principal Financial Officer dated as of the date of filing this Amended Filing. | ||
Except for the items noted above, no other information included in the Original Filing is being amended or updated by this Amended Filing. This Amended Filing continues to describe the conditions as of the date of the Original Filing, and, except as contained herein, we have not updated or modified the disclosures contained in the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the Commission subsequent to the filing of the Original Filing, including any amendment to those filings. |
Balance_Sheet
Balance Sheet (USD $) | Feb. 28, 2014 | 31-May-13 |
Current assets: | ' | ' |
Cash | $582,695 | $34,297 |
Accounts receivable | 441,470 | 246,817 |
Inventory | 112,602 | 113,345 |
Prepaid wages | 6,500 | 2,500 |
Total current assets | 1,143,267 | 396,959 |
Fixed Assets | ' | ' |
Furniture and Equipment, net | 132,795 | 62,394 |
Other assets | ' | ' |
Deposits | 142,435 | 40,000 |
Prepaid rent | 138,833 | ' |
Total assets | 1,557,330 | 499,353 |
Current liabilities: | ' | ' |
Accounts payable and accrued taxes | 104,623 | 395,959 |
Related party loans | ' | 20,000 |
Notes Payable | 216,000 | 235,000 |
Total current liabilities | 320,623 | 650,959 |
Total liabilities | 320,623 | 650,959 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common stock, $0.001 par value, 75,000,000 authorized, 2,589,625 and 2,105,000 shares issued and outstanding | 2,590 | 2,105 |
Capital in excess of par value | 4,110,627 | 404,969 |
Stock subscription receivable | 854,131 | 378,800 |
Deficit accumulated during the development stage | -3,730,641 | -937,480 |
Total stockholders' equity | 1,236,707 | -151,606 |
Total liabilities and stockholders' deficit | $1,557,330 | $499,353 |
Balance_Sheet_Parenthetical
Balance Sheet (Parenthetical) (USD $) | Feb. 28, 2014 | 31-May-13 |
Balance Sheet [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 2,589,625 | 2,105,000 |
Common stock, shares outstanding | 2,589,625 | 2,105,000 |
Statement_of_Operations
Statement of Operations (USD $) | 3 Months Ended | 9 Months Ended | 33 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Statement of Operations [Abstract] | ' | ' | ' | ' | ' |
Sales | $156,234 | $244,765 | $419,669 | $245,317 | $723,863 |
Cost of Sales | 153,643 | 125,851 | 348,616 | 134,868 | 477,222 |
Gross Profit | 2,591 | 118,914 | 71,053 | 110,449 | 246,641 |
General and administrative expenses: | ' | ' | ' | ' | ' |
Wages and salaries | 85,073 | 52,350 | 290,740 | 89,530 | 707,570 |
Advertising and marketing | 11,841 | 12,332 | 52,267 | 32,697 | 168,617 |
Legal and professional | 659,251 | 12,121 | 792,373 | 20,595 | 1,164,321 |
Computer and internet | 1,791 | 3,456 | 9,506 | 6,944 | 15,499 |
Travel and entertainment | 39,823 | 4,283 | 83,793 | 14,368 | 127,957 |
Product development costs | 23,273 | 30,000 | 49,274 | 30,000 | 142,727 |
Bank charges | 2,999 | 361 | 7,656 | 1,558 | 12,244 |
Rent | 34,331 | 9,000 | 72,323 | 18,000 | 127,321 |
Depreciation and amortization | 2,591 | 150 | 5,799 | 300 | 8,760 |
Stock discount expense | 1,222,619 | ' | 1,222,619 | ' | 1,222,619 |
Other office and miscellaneous | 68,712 | 4,969 | 165,348 | 78,469 | 185,515 |
Total operating expenses | 2,152,304 | 129,022 | 2,751,698 | 292,461 | 3,883,150 |
(Loss) from operations | -2,149,713 | -10,108 | -2,680,645 | -182,012 | -3,636,509 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest (expense) | -80,568 | -6,759 | -112,516 | -6,759 | -124,019 |
Income/(Loss) before taxes | -2,230,281 | -16,867 | -2,793,161 | -188,771 | -3,760,528 |
Provision/(credit) for taxes on income | ' | ' | ' | ' | ' |
Net Income/(loss) | ($2,230,281) | ($16,867) | ($2,793,161) | ($188,771) | ($3,760,528) |
Basic earnings/(loss) per common share | ($0.95) | $0 | ($1.19) | ($0.06) | ' |
Weighted average number of shares outstanding | 2,347,313 | 3,405,000 | 2,347,313 | 3,405,000 | ' |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 9 Months Ended | 33 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($2,793,161) | ($188,771) | ($3,760,528) |
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities: | ' | ' | ' |
Effects of reverse merger | ' | 14,477 | ' |
Forgiveness of debt | ' | ' | 29,887 |
Common stock issued for services | 176,340 | ' | 176,340 |
Depreciation and amortization | 5,799 | 300 | 8,760 |
Amortization of BCF | 112,516 | ' | 112,516 |
Change in current assets and liabilities: | ' | ' | ' |
Accounts receivable | -194,653 | -244,410 | -441,470 |
Inventory | 743 | -161,034 | -112,602 |
Prepaids | -142,833 | ' | -145,333 |
Accounts payable and accrued expenses | -291,336 | 16,307 | 104,623 |
Net cash flows from operating activities | -3,126,585 | -563,131 | -4,027,807 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of fixed assets | -76,200 | -574 | -141,555 |
Net cash flows from investing activities | -76,200 | -574 | -141,555 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of common stock | 3,425,287 | 126,070 | 3,824,361 |
Deposits paid | -102,435 | ' | -142,435 |
Notes Payable | -27,000 | 235,000 | 216,000 |
Stock subscription receivable | 475,331 | -63,698 | 854,131 |
Related party transaction | -20,000 | 265,791 | ' |
Net cash flows from financing activities | 3,751,183 | 563,163 | 4,752,057 |
Net cash flows | 548,398 | -542 | 582,695 |
Cash and equivalents, beginning of period | 34,297 | 781 | ' |
Cash and equivalents, end of period | 582,695 | 239 | 582,695 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR: | ' | ' | ' |
Interest | ' | ' | ' |
Income taxes | ' | ' | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Note 1 - Summary of Significant Accounting Policies | |
General Organization and Business | |
Sealand Natural Resources, Inc. ("Sealand " or the "Company") is a Nevada corporation in the development stage. The Company was incorporated under the laws of the State of Nevada on May 23, 2011. The Company engages in the manufacture, distribution, sales and marketing of all natural functional beverages, nutriceuticals, health supplements and the harvesting of organic raw materials. The Company integrates critical scientific, environmental and medical competencies in three core areas: exploration/discovery, characterization of health benefits, and the ability to scale up new and natural consumer products for commercial use. | |
The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities." | |
Basis of presentation | |
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of February 28, 2014 and May 31, 2013 and for the three and nine months ended February 28, 2014 and 2013 and for the period (inception) from May 23, 2011 through February 28, 2014. | |
Use of estimates | |
The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and cash equivalents | |
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of February 28, 2014 and May 31, 2013. | |
Property and Equipment | |
The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to five years. As of February 28, 2014 and May 31, 2013 the company had recognized total depreciation expense of $5,799 and $2,887, respectively. | |
Inventory | |
Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The inventory consists of imported flavoring , bottle caps, and labels used to produce the Company's all natural, organic birch tree beverage. | |
Accounts receivable | |
Trade receivables are carried at original invoice amount. Management has determined that no allowance is necessary. The allowance for doubtful accounts is based on management estimates of accounts that will not be collected in the future. Receivables past due for more than 90 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received. | |
Fair value of financial instruments and derivative financial instruments | |
We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks. | |
Federal income taxes | |
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not. | |
Net Income Per Share of Common Stock | |
We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share. | |
Internal Website Development Costs | |
Under ASC350-50, Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit. | |
Impairment of Long-Lived Assets | |
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. | |
Deferred Offering Costs | |
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. | |
Deferred Acquisition Costs | |
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. | |
Common Stock Registration Expenses | |
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred. | |
Development Stage Enterprise | |
The Company's financial statements are prepared pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring and developing functional beverages that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage. | |
Stock Based Compensation | |
The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. | |
For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718. | |
Recently Issued Accounting Pronouncements | |
As of February 28, 2014 and May 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. |
Uncertainty_going_concern
Uncertainty, going concern | 9 Months Ended |
Feb. 28, 2014 | |
Uncertainty, going concern [Abstract] | ' |
Uncertainty, going concern | ' |
Note 2 - Uncertainty, going concern: | |
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of February 28, 2014, the Company had an accumulated deficit of $3,730,641. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. | |
Restatement
Restatement | 9 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Restatement [Abstract] | ' | ||||||||
Restatement | ' | ||||||||
Note 3 - Restatement: | |||||||||
First Restatement: | |||||||||
The financial statements have been revised to correct an error in accounting for the Company's cash, accounts receivable, inventory, accounts payable and accrued expenses, sales, cost of sales, general and administrative expenses and earnings per share. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly. | |||||||||
On October 15, 2013, the Company filed with the Securities and Exchange Commission ("SEC") its reviewed financial statements for the quarter ended August 31, 2013. Following the discovery of various material errors the Company informed the SEC on January 10, 2014, that these financial statements could not be relied upon, and on January 21, 2014 filed its restated audited financial statements for the above mentioned periods. | |||||||||
The following table represents the effects of the subsequent and first restated statements as of August 31, 2013. | |||||||||
Restated | Original | ||||||||
8/31/13 | 8/31/13 | ||||||||
Cash | $ | 131,310 | $ | 104,481 | |||||
Accounts receivable | $ | 142,016 | $ | 219,027 | |||||
Inventory | $ | 127,776 | $ | 137,237 | |||||
Deposits | $ | 55,214 | $ | 57,189 | |||||
Accounts payable and accrued expenses | $ | 118,668 | $ | 135,302 | |||||
Sales | $ | 42,067 | $ | 12,753 | |||||
Cost of Sales | $ | 48,605 | $ | 30,431 | |||||
General and Administrative expenses | $ | 236,454 | $ | 180,330 | |||||
Accumulated deficit | $ | (1,185,172 | ) | $ | (1,140,188 | ) | |||
Earnings per share | $ | (0.12 | ) | $ | (0.09 | ) | |||
Second Restatement: | |||||||||
The financial statements have been revised to correct an error in accounting for the Company's operating expenses, current period net loss and earnings per share for the three month period ending February 28, 2014. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly. | |||||||||
On April 21, 2014, the Company filed with the Securities and Exchange Commission ("SEC") its reviewed financial statements for the quarter ended February 28, 2014. Following the discovery of various material errors the Company informed the SEC on July 14, 2014, that these financial statements could not be relied upon, and on July 15, 2014 filed its restated audited financial statements for the above mentioned periods. | |||||||||
The following table represents the effects of the subsequent and first restated statements for the three months ended February 28, 2014. | |||||||||
Restated | Original | ||||||||
Total operating expenses | $ | 2,152,304 | $ | 1,745,179 | |||||
Net loss for period | $ | (2,230,281 | ) | $ | (1,823,156 | ) | |||
Earnings per share | $ | (0.95 | ) | $ | (0.78 | ) | |||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Feb. 28, 2014 | |
Related Party Loans [Abstract] | ' |
Related Party Loans | ' |
Note 4 - Related Party Transactions | |
The Company also incurred period expenses of $43,187 for product development costs for the year ending May 31, 2012. For the year ending May 31, 2013, the Company paid down this related party payable by $23,187. The Company was forgiven this payable and recorded the forgiveness as other income in the period ending August 31, 2013. | |
The Company had a related party payable of $29,887. This note was cancelled and recorded as forgiveness of debt for the year ended May 31, 2013. |
Service_Agreements
Service Agreements | 9 Months Ended |
Feb. 28, 2014 | |
Service Agreements [Abstract] | ' |
Service Agreements | ' |
Note 5 - Service Agreements | |
On June 1, 2011, the Company entered into a Service Agreement with one of its Officers and Directors. The agreement requires the Company to pay the Officer a sum of $9,800 monthly fee plus de-minimus fringe benefits. The agreement is cancellable by either party with written notice of termination. In May of 2013, the Company modified this Service Agreement to include the issuance of 1,500 shares of the Company's common stock paid out quarterly basis (on an annual basis). The modified agreement is effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, and December 31, 2013 have not been issued but have been accounted for as a stock subscription payable. | |
On June 1, 2011, the Company entered into a Service Agreement with one of its Officers and Directors. The agreement requires the Company to pay the Officer a sum of $7,500 monthly fee plus de-minimus fringe benefits. The agreement is cancellable by either party with written notice of termination. In May of 2013, the Company modified this Service Agreement to include the issuance of 1,500 shares of the Company's common stock paid out quarterly basis (on an annual basis). The modified agreement is effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, and December 31, 2013 have not been issued but have been accounted for as a stock subscription payable. | |
On January 1, 2013, the Company entered into a Service Agreement with one of its Officers. The agreement requires the Company to pay the Officer a sum of $2,500 monthly fee plus de-minimus fringe benefits. The agreement is cancellable by either party with written notice of termination. Additionally, the contract requires 1,500 shares of common stock paid out quarterly (on an annual basis). The 1,500 shares to be issued on March 31, 2013, June 30, 2013 and September 30, 2013 were issued in October 2013. On October 1, 2013, the Company modified this contract. The modified contract now requires the issuance of 3,000 shares of stock a quarter (on an annual basis) and the Company will pay all related taxes on these shares through a payroll deduction. On December 31, 2013, the Company issued 1,500 shares of the $3,000 shares to be issued. The remaining $1,500 shares have been accounted for as a stock subscription payable. | |
On July 2, 2013, the Company entered into a Service Agreement with one of its Officers. The agreement is cancellable by either party with written notice of termination. The Contract requires 1,500 shares of common stock paid out quarterly (on an annual basis). Additionally, this officer can earn an additional 5,000 shares when the Company achieves $2.0 million in net sales and an additional 5,000 shares with the Company achieves $3.0 million in net sales. The Shares earned on September 30, 2013 were issued in October 2013 and the 1,500 shares were issued on December 31, 2013. | |
Common_Stock
Common Stock | 9 Months Ended |
Feb. 28, 2014 | |
Common Stock [Abstract] | ' |
Common Stock | ' |
Note 6 - Common Stock | |
In 2011, the Company authorized the issuance of 7,048 founder shares at par value. The Company formally issued these shares in 2012. | |
In 2012, the Company issued 704,796 shares of founder shares at par value. The Company has also recorded a stock subscription receivable of $63,698 for the remaining outstanding balance. | |
In 2012, the Company issued 466,357 shares at an average value of $0.314 per share. | |
On February 13, 2013, the Company consummated a revised merger agreement with Vitas Group, Inc. The majority shareholders purchased 2,500,000 shares of Vitas Group Inc. (a Shell Company), which equates to 83.19% of its outstanding shares. These owners agreed to cancel 1,300,000 shares rather than the original 800,000 of the Vitas Group shares. The shareholders of Sealand Natural Resources received 1 share of Vitas for every 50.00 shares of Sealand stock rather than 28.377 shares based on a cancellation of 800,000 shares per the original agreement. The shareholders of Sealand received 1,200,000 shares of Vitas Group Inc. and the total outstanding shares were 2,105,000. | |
During the year ended May 31, 2013, the Company received $350,000 for 87,500 shares of common stock. These shares were issued during the 1st fiscal quarter. | |
The Company has recorded a stock subscription payable on March 31, 2013 for 4,500 shares that are required to be issued per the service agreements listed above. The amount of this subscription is $28,800. | |
During the period March 1, 2013 through May 31, 2013, the Company issued 60,000 shares for cash at a price of $4.00 per share. The Company received $240,000. | |
On June 3, 2013, the Company issued 52,625 shares to Northstar to settle an open accounts payable. The value of these shares is $272,598. | |
On September 9, 2013, the Company received $20,000 cash for 5,000 shares issued. | |
On September 23, 2013, the Company issued 125,000 shares and received $300,000 in cash. Additionally, the Company will receive an additional $200,000 in the form of a $100,000 line of credit for the Orskov Foods A/S Denmark unit and an additional $100,000 on June 15, 2014 if the Company reports total income in excess of $2,000,000 on their year-end financials. This $200,000 has been recorded as a stock subscription until enacted and collected. | |
As of November 30, 2013, the Company has not issued the shares applicable to the Service Agreements for two individuals. The Company has recorded a stock subscription of $68,760 for the 9,000 shares that have not been issued. | |
On December 1, 2013 the Company issued 51,000 shares of stock to Michael Larkin for consultancy services and recognized $539,000 in expense. | |
On December 31, 2013, the Company issued 3,000 shares of stock as part of their service agreements with two key individuals. The Company recognized $35,250 in stock based compensation expense. | |
The Company received $550,000 in cash but has not issued the shares of stock. This amount has been recorded as a stock subscription as of February 28, 2014. | |
During the period ending February 28, 2014, the Company issued 94,500 shares of stock for $567,000 in cash. | |
During the period ending February 28, 2014, the Company issued stock at below fair market value. The Company issued shares at an average price of $6 per share when the going market rates was approximately $10 to $11 per share. The Company recognized $1,222,619 as stock discount expense. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Note 7 - Income Taxes | |||||||||
The provision (benefit) for income taxes for the years ended May 31, 2013, and 2012, were as follows: | |||||||||
Year Ended May 31, | |||||||||
2013 | 2012 | ||||||||
Current Tax Provision: | |||||||||
Federal- | |||||||||
Taxable income | $ | - | $ | - | |||||
Total current tax provision | $ | - | $ | - | |||||
Deferred Tax Provision: | |||||||||
Federal- | |||||||||
Loss carryforwards | $ | 209,906 | $ | 318,743 | |||||
Change in valuation allowance | (209,906 | ) | (318,743 | ) | |||||
Total deferred tax provision | $ | - | $ | - | |||||
The Company had deferred income tax assets as of May 31, 2013, and 2012, as follows: | |||||||||
May 31, | |||||||||
2013 | 2012 | ||||||||
Loss carryforwards | $ | 209,906 | $ | 318,743 | |||||
Less - Valuation allowance | (209,906 | ) | (318,743 | ) | |||||
Total net deferred tax assets | $ | - | $ | - | |||||
The Company provided a valuation allowance equal to the deferred income tax assets for the years ended May 31, 2012, and 2013, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. | |||||||||
As of May 31, 2013, and 2012, the Company had approximately $937,480 and $320,109, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2037. | |||||||||
Merger
Merger | 9 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
Merger [Abstract] | ' | ||||||||||||
Merger | ' | ||||||||||||
Note 8 - Merger | |||||||||||||
On February 13, 2013, the Company consummated a revised merger agreement with Vitas Group, Inc. The majority shareholders purchased 2,500,000 shares of Vitas Group Inc. (a Shell Company), which equates to 83.19% of its outstanding shares. These owners agreed to cancel 1,300,000 shares rather than the original 800,000 of the Vitas Group shares. The shareholders of Sealand Natural Resources received 1 share of Vitas for every 50.00 shares of Sealand stock rather than 28.377 shares based on a cancellation of 800,000 shares per the original agreement. The shareholders of Sealand received 1,200,000 shares of Vitas Group Inc. and the total outstanding shares were 2,105,000. | |||||||||||||
Following is the proforma of the combined Company as of May 31, 2012 and November 30 2012. | |||||||||||||
BALANCE SHEET | 31-May-12 | ||||||||||||
Sealand | Vitas | Combined | |||||||||||
ASSETS: | |||||||||||||
Current Assets: | |||||||||||||
Cash | $ | 781 | $ | 12,393 | $ | 13,174 | |||||||
Accounts receivable | 4,077 | 4,077 | |||||||||||
Inventory | 2,053 | 2,053 | |||||||||||
Prepaid | 5,562 | 5,562 | |||||||||||
Total current assets | 6,911 | 17,955 | 24,866 | ||||||||||
Property and Equipment, net | 1,043 | 1,043 | |||||||||||
TOTAL ASSETS | $ | 7,954 | $ | 17,955 | $ | 25,909 | |||||||
LIABILITIES | |||||||||||||
Current liabilities: | |||||||||||||
Related party loans | $ | 43,187 | $ | 3,775 | $ | 46,962 | |||||||
Notes payable | |||||||||||||
Total current liabilities | 43,187 | 3,775 | 46,962 | ||||||||||
SHAREHOLDERS DEFICIT | |||||||||||||
Common stock | 334,338 | 3,005 | 3,005 | ||||||||||
Capital in excess of par | 14,236 | 24,745 | 359,749 | ||||||||||
Stock subscription receivable | (63,698 | ) | (63,698 | ) | |||||||||
Deficit during development stage | (320,109 | ) | (13,570 | ) | (320,109 | ) | |||||||
Total shareholders deficit | (35,233 | ) | 14,180 | (21,053 | ) | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $ | 7,954 | $ | 17,955 | $ | 25,909 | |||||||
STATEMENT OF PROFIT AND LOSS | |||||||||||||
For the year ended May 31, 2012 | |||||||||||||
Sales | $ | 18,298 | $ | - | $ | 18,298 | |||||||
Cost of Sales | 34,516 | 34,516 | |||||||||||
Gross Profit | (16,218 | ) | - | (16,218 | ) | ||||||||
General and administrative expenses: | |||||||||||||
Wages and salaries | 207,600 | 207,600 | |||||||||||
Advertising and marketing | 44,945 | 44,945 | |||||||||||
Legal and professional | 5,894 | 5,894 | |||||||||||
Computer and internet | 3,989 | 3,989 | |||||||||||
Travel and entertainment | 6,196 | 6,196 | |||||||||||
Research and development | 4,600 | 4,600 | |||||||||||
Bank charges | 1,611 | 1,611 | |||||||||||
Rent | 21,998 | 21,998 | |||||||||||
Depreciation and amortization | 74 | 74 | |||||||||||
Other office and miscellaneous | 6,984 | 11,995 | 18,979 | ||||||||||
Total operating expenses | 303,891 | 11,995 | 315,886 | ||||||||||
Net profit/(loss) | $ | (320,109 | ) | $ | (11,995 | ) | $ | (332,104 | ) | ||||
BALANCE SHEET | 30-Nov-12 | ||||||||||||
Sealand | Vitas | Combined | |||||||||||
ASSETS: | |||||||||||||
Current Assets: | |||||||||||||
Cash | $ | 39,932 | $ | - | $ | 39,932 | |||||||
Accounts receivable | 4,628 | 4,628 | |||||||||||
Inventory | 13,720 | 13,720 | |||||||||||
Prepaid | |||||||||||||
Total current assets | 58,280 | - | 58,280 | ||||||||||
Property and Equipment, net | 1,467 | 1,467 | |||||||||||
TOTAL ASSETS | $ | 59,747 | $ | - | $ | 59,747 | |||||||
LIABILITIES | |||||||||||||
Current liabilities: | |||||||||||||
Related party loans | $ | 55,035 | $ | - | $ | 55,035 | |||||||
Notes payable | 135,000 | 135,000 | |||||||||||
Total current liabilities | 190,035 | - | 190,035 | ||||||||||
SHAREHOLDERS DEFICIT | |||||||||||||
Common stock | 340,397 | 3,005 | 3,005 | ||||||||||
Capital in excess of par | 70,845 | 24,745 | 344,539 | ||||||||||
Stock subscription receivable | (63,698 | ) | - | ||||||||||
Deficit during development stage | (477,832 | ) | (27,750 | ) | (477,832 | ) | |||||||
Total shareholders deficit | (130,288 | ) | - | (130,288 | ) | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $ | 59,747 | $ | - | $ | 59,747 | |||||||
STATEMENT OF PROFIT AND LOSS | |||||||||||||
Six months ended November 30, 2012 | |||||||||||||
Sales | $ | 551 | $ | - | $ | 551 | |||||||
Cost of Sales | 9,018 | 9,018 | |||||||||||
Gross Profit | (8,467 | ) | - | (8,467 | ) | ||||||||
General and administrative expenses: | |||||||||||||
Wages and salaries | 37,180 | 37,180 | |||||||||||
Advertising and marketing | 13,718 | 13,718 | |||||||||||
Legal and professional | 8,474 | 8,474 | |||||||||||
Computer and internet | 3,487 | 3,487 | |||||||||||
Travel and entertainment | 10,085 | 10,085 | |||||||||||
Product development costs | 51,000 | 51,000 | |||||||||||
Bank charges | 1,065 | 1,065 | |||||||||||
Rent | 9,000 | 9,000 | |||||||||||
Depreciation and amortization | 150 | 150 | |||||||||||
Other office and miscellaneous | 15,097 | 14,180 | 29,277 | ||||||||||
Total operating expenses | 149,256 | 14,180 | 163,436 | ||||||||||
Net profit/(loss) | $ | (157,723 | ) | $ | (14,180 | ) | $ | (171,903 | ) | ||||
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended |
Feb. 28, 2014 | |
Convertible Notes Payable [Abstract] | ' |
Convertible Notes Payable | ' |
Note 9 - Convertible Notes Payable | |
In July 2012, the Company received a convertible notes payable in the amount of $10,000. The note carries an 8% rate of interest and can be converted into common stock at a strike price of $10.00 per share (adjusted for post-merger value). | |
In September 2012, the Company received a convertible notes payable in the amount of $125,000. The note carries an 8% rate of interest and can be converted into common stock at a strike price of $10.00 per share (adjusted for post-merger value). | |
On November 22, 2013, the Company paid off $25,000 of these notes payable and paid an additional $3,500 of accrued interest. | |
In December 2012, the Company received a convertible notes payable in the amount of $100,000. The note carries an 8% rate of interest and can be converted into common stock at a strike price of $12.50 per share (adjusted for post-merger value). On December 1, 2013, the Company re-negotiated this convertible note. The Company renewed the note at $108, 000, which includes accrued interest of $8,000. There is also a conversion factor that allows the holder to convert these shares at $3 per share. The Company has recorded a beneficial conversion feature of $258,840. The balance of this beneficial conversion feature at February 28, 2014 was $205,508. | |
On September 7, 2013, the Company entered into an agreement with Amalfi Coast Captial, whereby Amalfi will loan the Company the aggregate principal amount up to $108,000, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year. | |
If the Note is not paid in full with interest on the maturity date, Amalfi has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to $3.00 per share. The Company has recorded a beneficial conversion feature of $70,601. As of February 28, 2014, the Company has recorded $44,886 as interest expense. The balance of the beneficial conversion feature at February 28, 2014 was $25,715. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 10 - Subsequent Events | |
Management has reviewed events between February 28, 2014 and the date the financials were issued, April 19, 2014, and there were no significant events identified for disclosure. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
General Organization and Business | ' |
General Organization and Business | |
Sealand Natural Resources, Inc. ("Sealand " or the "Company") is a Nevada corporation in the development stage. The Company was incorporated under the laws of the State of Nevada on May 23, 2011. The Company engages in the manufacture, distribution, sales and marketing of all natural functional beverages, nutriceuticals, health supplements and the harvesting of organic raw materials. The Company integrates critical scientific, environmental and medical competencies in three core areas: exploration/discovery, characterization of health benefits, and the ability to scale up new and natural consumer products for commercial use. | |
The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities." | |
Basis of presentation | ' |
Basis of presentation | |
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of February 28, 2014 and May 31, 2013 and for the three and nine months ended February 28, 2014 and 2013 and for the period (inception) from May 23, 2011 through February 28, 2014. | |
Use of estimates | ' |
Use of estimates | |
The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and cash equivalents | ' |
Cash and cash equivalents | |
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of February 28, 2014 and May 31, 2013. | |
Property and Equipment | ' |
Property and Equipment | |
The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to five years. As of February 28, 2014 and May 31, 2013 the company had recognized total depreciation expense of $5,799 and $2,887, respectively. | |
Inventory | ' |
Inventory | |
Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The inventory consists of imported flavoring , bottle caps, and labels used to produce the Company's all natural, organic birch tree beverage. | |
Accounts receivable | ' |
Accounts receivable | |
Trade receivables are carried at original invoice amount. Management has determined that no allowance is necessary. The allowance for doubtful accounts is based on management estimates of accounts that will not be collected in the future. Receivables past due for more than 90 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received. | |
Fair value of financial instruments and derivative financial instruments | ' |
Fair value of financial instruments and derivative financial instruments | |
We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks. | |
Federal income taxes | ' |
Federal income taxes | |
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not. | |
Net Income Per Share of Common Stock | ' |
Net Income Per Share of Common Stock | |
We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share. | |
Internal Website Development Costs | ' |
Internal Website Development Costs | |
Under ASC350-50, Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. | |
Deferred Offering Costs | ' |
Deferred Offering Costs | |
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. | |
Deferred Acquisition Costs | ' |
Deferred Acquisition Costs | |
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. | |
Common Stock Registration Expenses | ' |
Common Stock Registration Expenses | |
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred. | |
Development Stage Enterprise | ' |
Development Stage Enterprise | |
The Company's financial statements are prepared pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring and developing functional beverages that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage. | |
Stock Based Compensation | ' |
Stock Based Compensation | |
The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. | |
For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
As of February 28, 2014 and May 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. |
Restatement_Tables
Restatement (Tables) | 9 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Restatement [Abstract] | ' | ||||||||
Schedule of Effects of Subsequent and First Restated Statements | ' | ||||||||
The following table represents the effects of the subsequent and first restated statements as of August 31, 2013. | |||||||||
Restated | Original | ||||||||
8/31/13 | 8/31/13 | ||||||||
Cash | $ | 131,310 | $ | 104,481 | |||||
Accounts receivable | $ | 142,016 | $ | 219,027 | |||||
Inventory | $ | 127,776 | $ | 137,237 | |||||
Deposits | $ | 55,214 | $ | 57,189 | |||||
Accounts payable and accrued expenses | $ | 118,668 | $ | 135,302 | |||||
Sales | $ | 42,067 | $ | 12,753 | |||||
Cost of Sales | $ | 48,605 | $ | 30,431 | |||||
General and Administrative expenses | $ | 236,454 | $ | 180,330 | |||||
Accumulated deficit | $ | (1,185,172 | ) | $ | (1,140,188 | ) | |||
Earnings per share | $ | (0.12 | ) | $ | (0.09 | ) | |||
The following table represents the effects of the subsequent and first restated statements for the three months ended February 28, 2014. | |||||||||
Restated | Original | ||||||||
Total operating expenses | $ | 2,152,304 | $ | 1,745,179 | |||||
Net loss for period | $ | (2,230,281 | ) | $ | (1,823,156 | ) | |||
Earnings per share | $ | (0.95 | ) | $ | (0.78 | ) | |||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||
Feb. 28, 2014 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of Income Tax Provision (Benefit) | ' | ||||||||
The provision (benefit) for income taxes for the years ended May 31, 2013, and 2012, were as follows: | |||||||||
Year Ended May 31, | |||||||||
2013 | 2012 | ||||||||
Current Tax Provision: | |||||||||
Federal- | |||||||||
Taxable income | $ | - | $ | - | |||||
Total current tax provision | $ | - | $ | - | |||||
Deferred Tax Provision: | |||||||||
Federal- | |||||||||
Loss carryforwards | $ | 209,906 | $ | 318,743 | |||||
Change in valuation allowance | (209,906 | ) | (318,743 | ) | |||||
Total deferred tax provision | $ | - | $ | - | |||||
Schedule of Deferred Tax Assets | ' | ||||||||
The Company had deferred income tax assets as of May 31, 2013, and 2012, as follows: | |||||||||
May 31, | |||||||||
2013 | 2012 | ||||||||
Loss carryforwards | $ | 209,906 | $ | 318,743 | |||||
Less - Valuation allowance | (209,906 | ) | (318,743 | ) | |||||
Total net deferred tax assets | $ | - | $ | - | |||||
Merger_Tables
Merger (Tables) | 9 Months Ended | ||||||||||||
Feb. 28, 2014 | |||||||||||||
Merger [Abstract] | ' | ||||||||||||
Summary of Merger Pro Forma Financial Information | ' | ||||||||||||
Following is the proforma of the combined Company as of May 31, 2012 and November 30 2012. | |||||||||||||
BALANCE SHEET | 31-May-12 | ||||||||||||
Sealand | Vitas | Combined | |||||||||||
ASSETS: | |||||||||||||
Current Assets: | |||||||||||||
Cash | $ | 781 | $ | 12,393 | $ | 13,174 | |||||||
Accounts receivable | 4,077 | 4,077 | |||||||||||
Inventory | 2,053 | 2,053 | |||||||||||
Prepaid | 5,562 | 5,562 | |||||||||||
Total current assets | 6,911 | 17,955 | 24,866 | ||||||||||
Property and Equipment, net | 1,043 | 1,043 | |||||||||||
TOTAL ASSETS | $ | 7,954 | $ | 17,955 | $ | 25,909 | |||||||
LIABILITIES | |||||||||||||
Current liabilities: | |||||||||||||
Related party loans | $ | 43,187 | $ | 3,775 | $ | 46,962 | |||||||
Notes payable | |||||||||||||
Total current liabilities | 43,187 | 3,775 | 46,962 | ||||||||||
SHAREHOLDERS DEFICIT | |||||||||||||
Common stock | 334,338 | 3,005 | 3,005 | ||||||||||
Capital in excess of par | 14,236 | 24,745 | 359,749 | ||||||||||
Stock subscription receivable | (63,698 | ) | (63,698 | ) | |||||||||
Deficit during development stage | (320,109 | ) | (13,570 | ) | (320,109 | ) | |||||||
Total shareholders deficit | (35,233 | ) | 14,180 | (21,053 | ) | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $ | 7,954 | $ | 17,955 | $ | 25,909 | |||||||
STATEMENT OF PROFIT AND LOSS | |||||||||||||
For the year ended May 31, 2012 | |||||||||||||
Sales | $ | 18,298 | $ | - | $ | 18,298 | |||||||
Cost of Sales | 34,516 | 34,516 | |||||||||||
Gross Profit | (16,218 | ) | - | (16,218 | ) | ||||||||
General and administrative expenses: | |||||||||||||
Wages and salaries | 207,600 | 207,600 | |||||||||||
Advertising and marketing | 44,945 | 44,945 | |||||||||||
Legal and professional | 5,894 | 5,894 | |||||||||||
Computer and internet | 3,989 | 3,989 | |||||||||||
Travel and entertainment | 6,196 | 6,196 | |||||||||||
Research and development | 4,600 | 4,600 | |||||||||||
Bank charges | 1,611 | 1,611 | |||||||||||
Rent | 21,998 | 21,998 | |||||||||||
Depreciation and amortization | 74 | 74 | |||||||||||
Other office and miscellaneous | 6,984 | 11,995 | 18,979 | ||||||||||
Total operating expenses | 303,891 | 11,995 | 315,886 | ||||||||||
Net profit/(loss) | $ | (320,109 | ) | $ | (11,995 | ) | $ | (332,104 | ) | ||||
BALANCE SHEET | November 30, 2012 | ||||||||||||
Sealand | Vitas | Combined | |||||||||||
ASSETS: | |||||||||||||
Current Assets: | |||||||||||||
Cash | $ | 39,932 | $ | - | $ | 39,932 | |||||||
Accounts receivable | 4,628 | 4,628 | |||||||||||
Inventory | 13,720 | 13,720 | |||||||||||
Prepaid | |||||||||||||
Total current assets | 58,280 | - | 58,280 | ||||||||||
Property and Equipment, net | 1,467 | 1,467 | |||||||||||
TOTAL ASSETS | $ | 59,747 | $ | - | $ | 59,747 | |||||||
LIABILITIES | |||||||||||||
Current liabilities: | |||||||||||||
Related party loans | $ | 55,035 | $ | - | $ | 55,035 | |||||||
Notes payable | 135,000 | 135,000 | |||||||||||
Total current liabilities | 190,035 | - | 190,035 | ||||||||||
SHAREHOLDERS DEFICIT | |||||||||||||
Common stock | 340,397 | 3,005 | 3,005 | ||||||||||
Capital in excess of par | 70,845 | 24,745 | 344,539 | ||||||||||
Stock subscription receivable | (63,698 | ) | - | ||||||||||
Deficit during development stage | (477,832 | ) | (27,750 | ) | (477,832 | ) | |||||||
Total shareholders deficit | (130,288 | ) | - | (130,288 | ) | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $ | 59,747 | $ | - | $ | 59,747 | |||||||
STATEMENT OF PROFIT AND LOSS | |||||||||||||
Six months ended November 30, 2012 | |||||||||||||
Sales | $ | 551 | $ | - | $ | 551 | |||||||
Cost of Sales | 9,018 | 9,018 | |||||||||||
Gross Profit | (8,467 | ) | - | (8,467 | ) | ||||||||
General and administrative expenses: | |||||||||||||
Wages and salaries | 37,180 | 37,180 | |||||||||||
Advertising and marketing | 13,718 | 13,718 | |||||||||||
Legal and professional | 8,474 | 8,474 | |||||||||||
Computer and internet | 3,487 | 3,487 | |||||||||||
Travel and entertainment | 10,085 | 10,085 | |||||||||||
Product development costs | 51,000 | 51,000 | |||||||||||
Bank charges | 1,065 | 1,065 | |||||||||||
Rent | 9,000 | 9,000 | |||||||||||
Depreciation and amortization | 150 | 150 | |||||||||||
Other office and miscellaneous | 15,097 | 14,180 | 29,277 | ||||||||||
Total operating expenses | 149,256 | 14,180 | 163,436 | ||||||||||
Net profit/(loss) | $ | (157,723 | ) | $ | (14,180 | ) | $ | (171,903 | ) | ||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | Feb. 28, 2014 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' |
Accounts receivable, period past due to be considered deliquent | ' | ' | '90 days | ' | ' | ' |
Depreciation expense | $2,591 | $150 | $5,799 | $300 | $2,887 | $8,760 |
Uncertainty_going_concern_Deta
Uncertainty, going concern (Details) (USD $) | Feb. 28, 2014 | 31-May-13 |
Uncertainty, going concern [Abstract] | ' | ' |
Deficit accumulated during the development stage | ($3,730,641) | ($937,480) |
Restatement_Details
Restatement (Details) (USD $) | 3 Months Ended | 9 Months Ended | 33 Months Ended | 3 Months Ended | ||||||||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | 31-May-13 | 31-May-12 | 22-May-11 | Feb. 28, 2014 | Aug. 31, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | |
Restated [Member] | Restated [Member] | Original [Member] | Original [Member] | |||||||||
Cash | $582,695 | $239 | $582,695 | $239 | $582,695 | $34,297 | $781 | ' | ' | $131,310 | ' | $104,481 |
Accounts receivable | 441,470 | ' | 441,470 | ' | 441,470 | 246,817 | ' | ' | ' | 142,016 | ' | 219,027 |
Inventory | 112,602 | ' | 112,602 | ' | 112,602 | 113,345 | ' | ' | ' | 127,776 | ' | 137,237 |
Deposits | 142,435 | ' | 142,435 | ' | 142,435 | 40,000 | ' | ' | ' | 55,214 | ' | 57,189 |
Accounts payable and accrued taxes | 104,623 | ' | 104,623 | ' | 104,623 | 395,959 | ' | ' | ' | 118,668 | ' | 135,302 |
Sales | 156,234 | 244,765 | 419,669 | 245,317 | 723,863 | ' | ' | ' | ' | 42,067 | ' | 12,753 |
Cost of Sales | 153,643 | 125,851 | 348,616 | 134,868 | 477,222 | ' | ' | ' | ' | 48,605 | ' | 30,431 |
Total operating expenses | 2,152,304 | 129,022 | 2,751,698 | 292,461 | 3,883,150 | ' | ' | ' | 2,152,304 | 236,454 | 1,745,179 | 180,330 |
Net loss for period | -2,230,281 | -16,867 | -2,793,161 | -188,771 | -3,760,528 | ' | ' | ' | -2,230,281 | ' | -1,823,156 | ' |
Deficit during development stage | ($3,730,641) | ' | ($3,730,641) | ' | ($3,730,641) | ($937,480) | ' | ' | ' | ($1,185,172) | ' | ($1,140,188) |
Earnings per share | ($0.95) | $0 | ($1.19) | ($0.06) | ' | ' | ' | ' | ($0.95) | ($0.12) | ($0.78) | ($0.09) |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | 31-May-12 | Feb. 28, 2014 | |
Related Party Loans [Abstract] | ' | ' | ' | ' | ' |
Product development expenses, related party | ' | ' | ' | $43,187 | ' |
Repayments of related party debt | ' | ' | 23,187 | ' | ' |
Forgiveness of debt | ' | ' | ' | ' | $29,887 |
Service_Agreements_Details
Service Agreements (Details) (USD $) | 9 Months Ended |
Feb. 28, 2014 | |
Service Agreement One [Member] | ' |
Service Agreements [Line Items] | ' |
Service Agreement Monthly Contractual Amount | $9,800 |
Issuance of common stock | 1,500 |
Service Agreement Two [Member] | ' |
Service Agreements [Line Items] | ' |
Service Agreement Monthly Contractual Amount | 7,500 |
Issuance of common stock | 1,500 |
Service Agreement Three [Member] | ' |
Service Agreements [Line Items] | ' |
Service Agreement Monthly Contractual Amount | 2,500 |
Issuance of common stock | 1,500 |
Service Agreement Four [Member] | ' |
Service Agreements [Line Items] | ' |
Issuance of common stock | 1,500 |
Additional shares authorized | 3,000 |
Sales Requirement One [Member] | ' |
Service Agreements [Line Items] | ' |
Additional shares authorized | 5,000 |
Net sales requirement for share issuance | 2,000,000 |
Sales Requirement Two [Member] | ' |
Service Agreements [Line Items] | ' |
Additional shares authorized | 5,000 |
Net sales requirement for share issuance | $3,000,000 |
Common_Stock_Details
Common Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 0 Months Ended | ||||||||||
Sep. 23, 2013 | Sep. 09, 2013 | Jun. 03, 2011 | 31-May-11 | Dec. 31, 2013 | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | 31-May-12 | Feb. 28, 2014 | Nov. 30, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 13, 2013 | |
Minimum [Member] | Maximum [Member] | Vitas Group Inc [Member] | |||||||||||||||
Common Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for issuance | ' | ' | ' | ' | ' | ' | 4,500 | ' | ' | ' | 4,500 | ' | ' | 9,000 | ' | ' | ' |
Founder shares issued during period | ' | ' | ' | 7,048 | ' | ' | ' | ' | ' | ' | ' | 704,796 | ' | ' | ' | ' | ' |
Stock subscription receivable | ' | ' | ' | ' | ' | $550,000 | $28,800 | ' | $550,000 | ' | $28,800 | $63,698 | $550,000 | $68,760 | ' | ' | ' |
Issuance of stock during the period | 125,000 | 5,000 | 52,625 | ' | ' | 94,500 | 60,000 | ' | ' | ' | 87,500 | 466,357 | ' | ' | ' | ' | ' |
Shares issued for cash | 300,000 | 20,000 | 272,598 | ' | ' | 567,000 | 240,000 | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' |
Equity issuance, price per share | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | $0.31 | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 3,425,287 | 126,070 | ' | ' | 3,824,361 | ' | ' | ' | ' |
Shares acquied for merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 |
Percentage of equity interests acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83.19% |
Shares cancelled in merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 |
Number of shares of acquired entity's stock to be granted to shareholders, per 1 share of Sealand stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.337 |
Shares receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 |
Common stock, shares outstanding | ' | ' | ' | ' | ' | 2,589,625 | 2,105,000 | ' | 2,589,625 | ' | 2,105,000 | ' | 2,589,625 | ' | ' | ' | 2,105,000 |
Line of credit, maximum borrowing capacity | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent proceeds from sale of stock | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent proceeds, income threshold | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock subscription per Service Agreements | ' | ' | ' | ' | 539,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock subscription per Service Agreements, shares | ' | ' | ' | ' | 51,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation expense, shares | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation expense | ' | ' | ' | ' | 35,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per stock option | ' | ' | ' | ' | ' | $6 | ' | ' | $6 | ' | ' | ' | $6 | ' | $10 | $11 | ' |
Stock discount expense | ' | ' | ' | ' | ' | $1,222,619 | ' | ' | $1,222,619 | ' | ' | ' | $1,222,619 | ' | ' | ' | ' |
Income_Taxes_Schedule_of_Incom
Income Taxes (Schedule of Income Tax Provision (Benefit)) (Details) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Current Tax Provision: | ' | ' |
Taxable income | ' | ' |
Total current tax provision | ' | ' |
Deferred Tax Provision: | ' | ' |
Loss carryforwards | 209,906 | 318,743 |
Change in valuation allowance | -209,906 | -318,743 |
Total deferred tax provision | ' | ' |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Income Tax Assets) (Details) (USD $) | 31-May-13 | 31-May-12 |
Deferred income tax assets | ' | ' |
Loss carryforwards | $209,906 | $318,743 |
Less - Valuation allowance | -209,906 | -318,743 |
Total net deferred tax assets | ' | ' |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Income Taxes [Abstract] | ' | ' |
Operating Loss Carryforwards | $937,480 | $320,109 |
Operating Loss Carryforwards, Expiration Dates | 1-Jan-37 | ' |
Merger_Details
Merger (Details) | Feb. 28, 2014 | 31-May-13 | Feb. 13, 2013 | Feb. 13, 2013 |
Vitas Group Inc [Member] | Vitas Group Inc [Member] | |||
Revised [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Shares acquied for merger | ' | ' | 2,500,000 | ' |
Percentage of equity interests acquired | ' | ' | 83.19% | ' |
Shares cancelled in merger | ' | ' | 800,000 | 1,300,000 |
Number of shares of acquired entity's stock to be granted to shareholders, per 1 share of Sealand stock. | ' | ' | 28.337 | 50 |
Shares receivable | ' | ' | 1,200,000 | ' |
Common stock, shares outstanding | 2,589,625 | 2,105,000 | 2,105,000 | ' |
Merger_Pro_Forma_Balance_Sheet
Merger (Pro Forma Balance Sheet) (Details) (USD $) | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2013 | 31-May-12 | 22-May-11 | Nov. 30, 2012 | 31-May-12 | Nov. 30, 2012 | 31-May-12 | Nov. 30, 2012 | 31-May-12 |
Sealand [Member] | Sealand [Member] | Vitas [Member] | Vitas [Member] | Combination [Member] | Combination [Member] | ||||||
Current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $582,695 | $34,297 | $239 | $781 | ' | $39,932 | $781 | ' | $12,393 | $39,932 | $13,174 |
Accounts receivable | 441,470 | 246,817 | ' | ' | ' | 4,628 | 4,077 | ' | ' | 4,628 | 4,077 |
Inventory | 112,602 | 113,345 | ' | ' | ' | 13,720 | 2,053 | ' | ' | 13,720 | 2,053 |
Prepaid | ' | ' | ' | ' | ' | ' | ' | ' | 5,562 | ' | 5,562 |
Total current assets | 1,143,267 | 396,959 | ' | ' | ' | 58,280 | 6,911 | ' | 17,955 | 58,280 | 24,866 |
Property and Equipment, net | 132,795 | 62,394 | ' | ' | ' | 1,467 | 1,043 | ' | ' | 1,467 | 1,043 |
TOTAL ASSETS | 1,557,330 | 499,353 | ' | ' | ' | 59,747 | 7,954 | ' | 17,955 | 59,747 | 25,909 |
Current liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party loans | ' | 20,000 | ' | ' | ' | 55,035 | 43,187 | ' | 3,775 | 55,035 | 46,962 |
Notes payable | 216,000 | 235,000 | ' | ' | ' | 135,000 | ' | ' | ' | 135,000 | ' |
Total current liabilities | 320,623 | 650,959 | ' | ' | ' | 190,035 | 43,187 | ' | 3,775 | 190,035 | 46,962 |
STOCKHOLDERS' DEFICIT | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock | 2,590 | 2,105 | ' | ' | ' | 340,397 | 334,338 | 3,005 | 3,005 | 3,005 | 3,005 |
Capital in excess of par | 4,110,627 | 404,969 | ' | ' | ' | 70,845 | 14,236 | 24,745 | 24,745 | 344,539 | 359,749 |
Stock subscription receivable | 854,131 | 378,800 | ' | ' | ' | -63,698 | -63,698 | ' | ' | ' | -63,698 |
Deficit during development stage | -3,730,641 | -937,480 | ' | ' | ' | -477,832 | -320,109 | -27,750 | -13,570 | -477,832 | -320,109 |
Total shareholders deficit | 1,236,707 | -151,606 | ' | ' | ' | -130,288 | -35,233 | ' | 14,180 | -130,288 | -21,053 |
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | $1,557,330 | $499,353 | ' | ' | ' | $59,747 | $7,954 | ' | $17,955 | $59,747 | $25,909 |
Merger_Pro_Forma_Statement_of_
Merger (Pro Forma Statement of Profit and Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | 31-May-13 | Feb. 28, 2014 | Nov. 30, 2012 | 31-May-12 | Nov. 30, 2012 | 31-May-12 | Nov. 30, 2012 | 31-May-12 | |
Sealand [Member] | Sealand [Member] | Vitas [Member] | Vitas [Member] | Combination [Member] | Combination [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales | $156,234 | $244,765 | $419,669 | $245,317 | ' | $723,863 | $551 | $18,298 | ' | ' | $551 | $18,298 |
Cost of Sales | 153,643 | 125,851 | 348,616 | 134,868 | ' | 477,222 | 9,018 | 34,516 | ' | ' | 9,018 | 34,516 |
Gross Profit | 2,591 | 118,914 | 71,053 | 110,449 | ' | 246,641 | -8,467 | -16,218 | ' | ' | -8,467 | -16,218 |
General and administrative expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Wages and salaries | 85,073 | 52,350 | 290,740 | 89,530 | ' | 707,570 | 37,180 | 207,600 | ' | ' | 37,180 | 207,600 |
Advertising and marketing | 11,841 | 12,332 | 52,267 | 32,697 | ' | 168,617 | 13,718 | 44,945 | ' | ' | 13,718 | 44,945 |
Legal and professional | 659,251 | 12,121 | 792,373 | 20,595 | ' | 1,164,321 | 8,474 | 5,894 | ' | ' | 8,474 | 5,894 |
Computer and internet | 1,791 | 3,456 | 9,506 | 6,944 | ' | 15,499 | 3,487 | 3,989 | ' | ' | 3,487 | 3,989 |
Travel and entertainment | 39,823 | 4,283 | 83,793 | 14,368 | ' | 127,957 | 10,085 | 6,196 | ' | ' | 10,085 | 6,196 |
Product development costs | 23,273 | 30,000 | 49,274 | 30,000 | ' | 142,727 | 51,000 | 4,600 | ' | ' | 51,000 | 4,600 |
Bank charges | 2,999 | 361 | 7,656 | 1,558 | ' | 12,244 | 1,065 | 1,611 | ' | ' | 1,065 | 1,611 |
Rent | 34,331 | 9,000 | 72,323 | 18,000 | ' | 127,321 | 9,000 | 21,998 | ' | ' | 9,000 | 21,998 |
Depreciation and amortization | 2,591 | 150 | 5,799 | 300 | 2,887 | 8,760 | 150 | 74 | ' | ' | 150 | 74 |
Other office and miscellaneous | 68,712 | 4,969 | 165,348 | 78,469 | ' | 185,515 | 15,097 | 6,984 | 14,180 | 11,995 | 29,277 | 18,979 |
Total operating expenses | 2,152,304 | 129,022 | 2,751,698 | 292,461 | ' | 3,883,150 | 149,256 | 303,891 | 14,180 | 11,995 | 163,436 | 315,886 |
(Loss) from operations | -2,149,713 | -10,108 | -2,680,645 | -182,012 | ' | -3,636,509 | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($2,230,281) | ($16,867) | ($2,793,161) | ($188,771) | ' | ($3,760,528) | ($157,723) | ($320,109) | ($14,180) | ($11,995) | ($171,903) | ($332,104) |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 1 Months Ended | 9 Months Ended | 33 Months Ended | 3 Months Ended | |||||
Nov. 22, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | 31-May-13 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | |
Convertible Note Payable One [Member] | Convertible Note Payable Two [Member] | Convertible Note Payable Three [Member] | Amalfi Coast Capital Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, issuance date | ' | ' | ' | ' | ' | 1-Jul-12 | 1-Sep-12 | 1-Dec-12 | 7-Sep-13 |
Debt instrument, face amount | ' | ' | ' | ' | ' | $10,000 | $125,000 | $100,000 | $108,000 |
Debt instrument, stated interest rate | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | 8.00% |
Debt conversion, price per share | ' | ' | ' | ' | ' | $10 | $10 | $12.50 | $3 |
Beneficial conversion feature | ' | 25,715 | ' | ' | ' | ' | ' | ' | 205,508 |
Payments on notes payable | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of accrued interest | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | 216,000 | ' | 216,000 | 235,000 | ' | ' | ' | ' |
Interest expense on debt | ' | ' | ' | ' | ' | ' | ' | ' | 44,886 |
Unamortized beneficial conversion feature | ' | $70,601 | ' | $70,601 | ' | ' | ' | ' | $258,840 |