Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Nov. 30, 2014 | Jan. 20, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Entity Registrant Name | Sealand Natural Resources Inc | |
Entity Central Index Key | 1522236 | |
Current Fiscal Year End Date | -26 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,736,375 | |
Document Period End Date | 30-Nov-14 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 | |
Entity Current Reporting Status | Yes |
Balance_Sheet
Balance Sheet (USD $) | Nov. 30, 2014 | 31-May-14 |
Current assets: | ||
Cash | $65,008 | $810,433 |
Accounts receivable, net of allowance | 166,887 | 530,637 |
Inventory | 135,038 | 109,628 |
Prepaids | 72,926 | 48,086 |
Total current assets | 439,859 | 1,498,784 |
Fixed assets | ||
Furniture and Equipment, net | 82,133 | 85,579 |
Other assets | ||
Security deposits on land useage | 150,000 | 150,000 |
Total assets | 671,992 | 1,734,363 |
Current liabilities: | ||
Accounts payable and accrued taxes | 172,728 | 49,198 |
Notes payable | 108,000 | 108,000 |
Notes payable, related party | 5,000 | |
Accounts receivable holdback liability | 250,000 | |
Total current liabilities | 285,728 | 407,198 |
Total liabilities | 285,728 | 407,198 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value, 75,000,000 authorized, 2,723,375 and 2,678,515 shares issued and outstanding | 2,723 | 2,679 |
Capital in excess of par value | 4,201,561 | 3,898,776 |
Stock subscription | 1,245,730 | 1,003,575 |
Deficit accumulated during the development stage | -5,063,750 | -3,577,865 |
Total stockholders' deficit | 386,264 | 1,327,165 |
Total liabilities and stockholders' deficit | $671,992 | $1,734,363 |
Balance_Sheet_Parenthetical
Balance Sheet (Parenthetical) (USD $) | Nov. 30, 2014 | 31-May-14 |
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 | 2,723,375 | 2,678,515 |
Common stock, shares outstanding | 2,723,375 | 2,678,515 |
Statement_of_Operations
Statement of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
Statement of Operations | ||||
Sales | $145,585 | $221,368 | $270,788 | $263,435 |
Cost of Sales | 139,325 | 146,367 | 272,091 | 194,973 |
Gross Profit | 6,260 | 75,001 | -1,303 | 68,462 |
General and administrative expenses: | ||||
Wages and salaries | 111,216 | 170,906 | 284,124 | 290,740 |
Advertising and marketing | 22,203 | 32,372 | 104,896 | 40,426 |
Legal and professional | 157,963 | 78,911 | 224,466 | 133,122 |
Bad debts | 50,000 | 275,000 | ||
Stock based professional fees | -62,800 | 221,658 | ||
Computer and internet | 6,852 | 4,887 | 18,204 | 7,715 |
Travel and entertainment | 42,853 | 21,867 | 97,571 | 43,970 |
Product development costs | 2,332 | 21,180 | 5,590 | 26,001 |
Bank charges | 1,559 | 2,535 | 3,237 | 4,657 |
Rent | 27,600 | 18,908 | 66,386 | 37,992 |
Depreciation and amortization | 3,175 | 1,681 | 6,118 | 3,208 |
Other office and miscellaneous | 52,143 | 9,693 | 122,441 | 11,563 |
Total operating expenses | 415,096 | 362,940 | 1,429,691 | 599,394 |
(Loss) from operations | -408,836 | -287,939 | -1,430,994 | -530,932 |
Other income (expense): | ||||
Interest (expense) | -7,911 | -27,248 | -54,891 | -31,948 |
Income/(Loss) before taxes | -416,747 | -315,187 | -1,485,885 | -562,880 |
Provision/(credit) for taxes on income | ||||
Net Income/(loss) | ($416,747) | ($315,187) | ($1,485,885) | ($562,880) |
Basic earnings/(loss) per common share | ($0.15) | ($0.13) | ($0.55) | ($0.24) |
Weighted average number of shares outstanding | 2,708,589 | 2,373,125 | 2,708,589 | 2,372,125 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 6 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Cash flows from operating activities: | ||
Net income (loss) | ($1,485,885) | ($562,880) |
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities: | ||
Common stock issued for services | 289,472 | 55,500 |
Depreciation and amortization | 6,118 | 3,208 |
Amortization of note discount | 42,712 | 17,650 |
Stock option plan | -37,200 | |
Change in current assets and liabilities: | ||
Accounts receivable | 88,750 | -61,813 |
Inventory | -25,410 | 20,636 |
Prepaids | -24,840 | 278 |
Accounts receivable holdback liability | ||
Allowance for doubtful accounts | 275,000 | |
Accounts payable and accrued expenses | 123,530 | -267,183 |
Net cash flows from operating activities | -747,753 | -794,604 |
Cash flows from investing activities: | ||
Purchase of fixed assets | -2,672 | |
Net cash flows from investing activities | -2,672 | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 560,000 | |
Deposits paid | ||
Notes payable | -27,000 | |
Notes payable, related party | 5,000 | |
Stock subscription receivable | 369,763 | |
Related party transaction | -20,000 | |
Net cash flows from financing activities | 5,000 | 882,763 |
Net cash flows | -745,425 | 88,159 |
Cash and equivalents, beginning of period | 810,433 | 34,297 |
Cash and equivalents, end of period | 65,008 | 122,456 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR: | ||
Interest | ||
Income taxes |
Statement_of_Shareholders_Equi
Statement of Shareholders Equity/(Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Subscription [Member] | (Deficit) Accumulated During the Development Stage [Member] | ||
Balance at May. 22, 2011 | |||||||
Balance, shares at May. 22, 2011 | [1] | ||||||
Founder shares issued | 2,000 | 7 | 1,993 | ||||
Founder shares issued during period | 7,048 | 7,048 | [1] | ||||
Common stock issued | |||||||
Net (loss) for the period | |||||||
Balance at May. 31, 2011 | 2,000 | 7 | 1,993 | ||||
Balance, shares at May. 31, 2011 | [1] | 7,048 | |||||
Founder shares issued | 136,302 | 705 | 199,295 | -63,698 | |||
Founder shares issued during period | 704,796 | 704,796 | [1] | ||||
Shares issued for cash | 146,574 | 466 | 146,108 | ||||
Shares issued for cash, shares | 466,357 | 466,357 | [1] | ||||
Net (loss) for the period | -320,109 | -320,109 | |||||
Balance at May. 31, 2012 | -35,233 | 1,178 | 347,396 | -63,698 | -320,109 | ||
Balance, shares at May. 31, 2012 | [1] | 1,178,201 | |||||
Shares issued in merger and Cancellation | 122,198 | 927 | 57,573 | 63,698 | |||
Shares issued in merger and Cancellation, shares | [1] | 926,799 | |||||
Forgiveness of debt | 29,887 | 29,887 | |||||
Stock subscription per Service Agreements | 28,800 | 28,800 | |||||
Stock subscriptions for cash received shares not issued | 350,000 | 350,000 | |||||
Shares issued for cash | 350,000 | ||||||
Shares issued for cash, shares | 87,500 | ||||||
Net (loss) for the period | -647,258 | -647,258 | |||||
Balance at May. 31, 2013 | -151,606 | 2,105 | 404,969 | 378,800 | -937,480 | ||
Balance, shares at May. 31, 2013 | [1] | 2,105,000 | |||||
Return of capital | -27,100 | -27,100 | |||||
Stock subscription per Service Agreements | 164,775 | 164,775 | |||||
Shares issued for services | 770,054 | 71 | 769,983 | ||||
Shares issued for services, shares | [1] | 70,550 | |||||
Stock subscriptions for cash received shares not issued | 460,000 | 460,000 | |||||
Stock option plan transactions | 378,400 | 378,400 | |||||
Shares issued for cash | 2,345,927 | 503 | 2,345,424 | ||||
Shares issued for cash, shares | [1] | 502,965 | |||||
Net (loss) for the period | -1,485,885 | -1,485,885 | |||||
Balance at May. 31, 2014 | $1,327,165 | $2,679 | $3,898,776 | $1,003,575 | ($2,450,465) | ||
Balance, shares at May. 31, 2014 | [1] | 2,678,515 | |||||
[1] | Adjusted to post merger shares |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||
Nov. 30, 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 principal markets for the natural function beverages are primarily Europe and Southeast Asia. The product is primarily sold to wholesale and retail distributors worldwide. | |||
The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's market penetration before another company develops a similar product. | |||
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.” The Company has adopted the new provision of FASB ASC 915-275 and is not reporting inception to date activities as previously required. | |||
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 as of November 30, 2014 and May 31, 2014 and the results of operations and cash flows of the Company for the three and six months ended November 30, 2014 and 2013. | |||
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 an interest and non-interest-bearing accounts. At times, cash balances may be in excess of the FDIC Insurance limit. 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 November 30, 2014 and May 31, 2014. | |||
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 November 30, 2014 and 2013 the company had recognized total depreciation expense of $6,118 and $3,208, 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 an allowance for uncollectible accounts 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. Any account over 90 days past due is now analyzed and any risk of collection is added to allowance for doubtful accounts. | |||
On February 20, 2014, The Company entered into a factoring agreement and received $250,000 for certain accounts listed on their accounts receivable. The Company has an obligation to repurchase these accounts if the receivable is never collected. Due to this obligation the Company has recorded an accounts receivable holdback liability. In August 2014, the Company and the factoring agent determined to eliminate this agreement. The Company is issuing share of stock for the monies received by the factoring agent. As of August 31, 2014, the Company has recorded $250,000 as a stock subscription. | |||
As of November 30, 2014 the Company has a receivable with the Internal Revenue Service of $30,000. This is listed as an other receivable on the balance sheets of the financial statements. | |||
Revenue Recognition Policy | |||
Revenue from the sale of goods is recognized when the following conditions are satisfied: | |||
- | The Company has transferred to the buyer the significant risks and rewards of ownership of the goods; | ||
- | The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; | ||
- | The amount of revenue can be measured reliably; | ||
- | It is probable that the economic benefits associated with the transaction will flow to the entity; and | ||
- | The costs incurred or to be incurred in respect to the transaction can be measured reliably | ||
The time that all of the conditions listed above are satisfied varies with each vendor depending on the specific terms to which the Company and each vendor agree. The range of terms varies from pre-paid sales to 120 day payment. | |||
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. | |||
Convertible Debentures: | |||
Beneficial Conversion Features – If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. | |||
Debt Discount – The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company's own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer's equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: | |||
- | A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer's equity shares with an issuance date fair value equal to a fixed dollar amount. | ||
- | Variations in something other than the fair value of the issuer's equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer's equity shares, or | ||
- | Variations inversely related to changes in fair value of the issuer's equity shares, for example, a written put that could be net share settled. | ||
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. | |||
The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. | |||
Determination of fair value: | |||
The Company's financial instruments consist of convertible notes payable. The Company believes all of the financial instruments' recorded values approximate their fair values because of their nature and respective durations. | |||
The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. | |||
FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3). | |||
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 and 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 as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities”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. | |||
Concentration of Credit Risk and Significant Vendor | |||
The Company has no significant off-balance sheet risks related to foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company does maintain its supplier relationship with one vendor. The Company, by policy, routinely assesses the financial strength of this vendor. | |||
Recently Issued Accounting Pronouncements | |||
As of November 30, 2014 and May 31, 2014, 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 | 6 Months Ended |
Nov. 30, 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 November 30, 2014, the Company had an accumulated deficit of $5,063,750. 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 | 6 Months Ended | ||||||||||||||||||||||||
Nov. 30, 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 20, 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 for incorrect accounting on discounted stock issuances, prepaid rent contract, fixed asset reporting error and an omitted foreign bank account and related transactions. The effects of these errors are listed throughout the footnotes to the financial statements and reflected in total below. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly. | |||||||||||||||||||||||||
Following the discovery of various material errors the Company informed the SEC on July 14, 2014, that the financial statements for the quarter ended February 28, 2014 could not be relied upon, and on July 16, 2014 filed its restated unaudited financial statements for the above mentioned periods. | |||||||||||||||||||||||||
Following the discovery of various material errors the Company informed the SEC on August 11, 2014, that the financial statements for the quarter ended February 28, 2014, as restated, could not be relied upon, and the Company restated their unaudited financial statement for the above mentioned period in September 2014. | |||||||||||||||||||||||||
The following table represents the effects of the subsequent and first restated statements for the three months ended February 28, 2014. | |||||||||||||||||||||||||
Second Restatement | First Restatement | Original Filing | |||||||||||||||||||||||
Period | Year to date | Period | Year to date | Period | Year to date | ||||||||||||||||||||
Cash | $ | 739,143 | $ | 582,695 | $ | 582,695 | |||||||||||||||||||
Fixed Assets | $ | 74,794 | $ | 132,795 | $ | 132,795 | |||||||||||||||||||
Deposits | $ | 292,435 | $ | 142,435 | $ | 142,435 | |||||||||||||||||||
Prepaid Rent | $ | - | $ | 138,833 | $ | 138,833 | |||||||||||||||||||
Accounts Payable | $ | 103,686 | $ | 104,623 | $ | 104,623 | |||||||||||||||||||
Accounts Receivable Holdback Liability | $ | 250,000 | $ | - | $ | - | |||||||||||||||||||
Additional Paid in Capital | $ | 3,311,606 | $ | 4,110,627 | $ | 4,110,627 | |||||||||||||||||||
Stock Subscription | $ | 521,635 | $ | 854,131 | $ | 854,131 | |||||||||||||||||||
Retained Deficit | $ | (2,738,573 | ) | $ | (3,730,641 | ) | $ | (3,730,641 | ) | ||||||||||||||||
Total Assets | $ | 1,666,944 | $ | 1,557,330 | $ | 1,557,330 | |||||||||||||||||||
Total Liabilities | $ | 569,686 | $ | 320,623 | $ | 320,623 | |||||||||||||||||||
Total Equity | $ | 1,097,258 | $ | 1,236,707 | $ | 1,236,707 | |||||||||||||||||||
Cost of Sales | $ | 158,442 | $ | 353,415 | $ | 153,643 | $ | 348,616 | $ | 153,643 | $ | 348,616 | |||||||||||||
General and Administrative | $ | 1,155,437 | $ | 1,754,831 | $ | 2,152,304 | $ | 2,751,698 | $ | 1,745,179 | $ | 2,751,698 | |||||||||||||
Net Loss | $ | (1,238,213 | ) | $ | (1,801,093 | ) | $ | (2,230,281 | ) | $ | (2,793,161 | ) | $ | (1,823,156 | ) | $ | (2,793,161 | ) | |||||||
Earnings per share | $ | (0.53 | ) | $ | (0.77 | ) | $ | (0.95 | ) | $ | (1.19 | ) | $ | (0.78 | ) | $ | (1.19 | ) | |||||||
Service_Agreements
Service Agreements | 6 Months Ended |
Nov. 30, 2014 | |
Service Agreements [Abstract] | |
Service Agreements | Note 4 – Service Agreements |
On June 1, 2011, the Company entered into a Service Agreement with Greg May. The agreement requires the Company to pay Mr. May 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 was effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014 have not been issued but have been accounted for as a stock subscription payable. Additionally, Mr. May has not been paid his November payment of $9,800. This amount has been accrued. | |
On June 1, 2011, the Company entered into a Service Agreement with Lars Poulsen. The agreement requires the Company to pay Mr. Poulsen 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 was effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014 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 Steven Matteson. The agreement requires the Company to pay Mr. Matteson 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. Additionally, this officer can earn an additional 10,000 shares when the Company achieves $2.0 million in net sales, an additional 10,000 shares with the Company achieves $3.0 million in net sales and an additional 10,000 shares when the Company achieves $5.0 million in net sales. 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. Additionally, the 3,000 shares to be issued on March 31, 2014 and June 30, 2014 have not been issued and have been added to the stock subscription payable. On August 1, 2014, the Company terminated the current agreement with Mr. Matteson. The Company terminated these shares and offset the stock subscription to the related expense. The new agreement dated July 18, 2014 pays Mr. Matteson a monthly amoun of $6,000 and grants 1,500 shares per quarter starting on September 30, 2014. The 1,500 shares on September 30, 2014 were issued on October 1, 2014. Additionally, Mr. Matteson has not been paid his November payment of $6,000. This amount has been accrued. | |
On July 2, 2013, the Company entered into a Service Agreement with Peter Kuhn. 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, the 1,500 shares were issued on December 31, 2013, the 1,500 for the quarter ending March 31, 2014 were issued on April 2, 2014 the June 30, 2014 shares were issued on July 1, 2014 and the September 30, 2014 shares were issued on October 1, 2014.. | |
On March 1, 2014, the Company restructured these service agreements. The Company eliminated the restricted nature of the shares earned and converted those to fully tradable shares. |
Security_Deposit_on_Land_Usage
Security Deposit on Land Usage | 6 Months Ended |
Nov. 30, 2014 | |
Security Deposit on Land Usage [Abstract] | |
Security Deposit on Land Usage | Note 5 – Security Deposit on Land Usage |
On February 12, 2014, The Company entered into an agreement with Tuomo Forest for the sole right to all raw organic birch sap to be harvested in the 42 hectares land owned by Tuomo Forest. This exclusive agreement is valid for (10) ten years unless canceled in writing with a (4) four month notice. The Company has a minimum order of 100,000 liters of birch sap per year. The agreement called for a deposit for usage of $150,000. |
Cumulative_sale_of_Common_Stoc
Cumulative sale of Common Stock | 6 Months Ended |
Nov. 30, 2014 | |
Cumulative sale of Common Stock [Abstract] | |
Cumulative sale of Common Stock | Note 6 – Cumulative sale of 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 $210,500. | |
During the month of June 2013, the Company issued 87,500 shares of common stock for $350,000 cash. | |
During the month of July 2013, the Company issued 12,500 shares of common stock for $50,000 cash. | |
During the month of August 2013, the Company issued 47,500 shares of common stock for $190,000 cash. | |
During the month of September 2013, the Company issued 130,000 shares of common stock for $520,000. | |
During September 2013, the Company issued 1,500 shares are part of their consulting agreement and recognized stock based compensation expense of $13,875. | |
During October 2013, the Company issued 4,500 shares are part of their consulting agreement and recognized stock based compensation expense of $34,380. | |
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 $538,949 in expense. | |
During the month of December 2013, the Company issued 94,500 shares of common stock for $567,000 cash. | |
During the month of January 2014, the Company issued 3,000 shares are part of their consulting agreement and recognized stock based compensation expense of $35,250. | |
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. These 83,340 shares were issued in May 2014. | |
On March 31, 2014, the Company recorded stock based compensation expense for three key individuals. The Company recorded an expense of $71,940 but did not issue the 6,000 shares. The Company has recorded these shares as a stock subscription payable. | |
During the month of April 2014, the Company received cash of $810,000 for shares of common stock. These shares have not been issued and the amounts have been recorded as a stock subscription payable. | |
On April 1, 2014, the Company issued 1,500 shares of stock as part of their service agreements with one key individuals. The Company recognized $17,985 in stock based compensation expense. | |
On April 12, 2014, the Company issued 3,250 shares of common stock for professional services rendered. The Company recorded an expense of $39,975. | |
During the month of April 2014, the Company issued 800 shares of common stock that was purchased in February 2012 but never issued. | |
During the month of June 2014, the Company issued 17,600 share of stock. The Company issued 8,300 shares and recorded an expense of $96,858 for stock based professional fees and issued 9,300 share of common stock that was purchased in February 2012 but never issued. | |
During the month of July 2014, the Company issued 20,914 share of stock. The Company issued 1,500 shares as part of their consultancy agreement and recorded an expense of $15,150. The Company also issued 18,000 shares of stock for professional services and recorded an expense of $162,000. Additionally, the Company issued 1,414 shares that were purchased in February 2012 but never issued. | |
On September 10, 2014, The Company issued 3,346 shares of stock that was purchased in September 2012 and never issued. | |
On September 30, 2014, the Company recorded stock based compensation expense for two key individuals. The Company recorded an expense of $15,450 but did not issue the 3,000 shares. The Company has recorded these shares as a stock subscription payable. | |
On October 1, 2014, the Company issued 3,000 shares of stock as part of their service agreements with two key individuals. The Company recognized $15,450 in stock based compensation expense. |
Convertible_Notes_Payable
Convertible Notes Payable | 6 Months Ended |
Nov. 30, 2014 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable |
Larkin Family Trust | |
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. This note matured and the beneficial conversion feature had been fully amortized. The balance of the accrued interest at November 30, 2014 was $8,640. |
Related_Party
Related Party | 6 Months Ended |
Nov. 30, 2014 | |
Related Party [Abstract] | |
Related Party | Note 8 – Related Party |
On November 18, 2014, the Company received a related party short term loan of $5,000. The note is payable on demand and carries no stated amount of interest. The balance of this note on November 30, 2014 was $5,000. |
Consulting_Agreement
Consulting Agreement | 6 Months Ended |
Nov. 30, 2014 | |
Consulting Agreement [Abstract] | |
Consulting Agreement | Note 9 – Consulting Agreement |
The Company has entered into an agreement with DASH Advisors, LLC (“DASH”) to provide strategic direction and marketing strategy. The Company will pay a monthly retainer of $3,000 per month and grant 51,532 stock options to DASH, exercisable at $6.00 per share until January 1, 2024. The options vest over time at the rate of 4,294 per month, until fully vested. |
Joint_Venture
Joint Venture | 6 Months Ended |
Nov. 30, 2014 | |
Joint Venture [Abstract] | |
Joint Venture | Note 10 – Joint Venture |
On March 1, 2014, The Company entered into a joint venture with KeeSan Family Co, Ltd. The purpose of the joint venture is the development and growth of Birk brand in Asia. The Joint Venture is called Sealand Natural Resources Korea Co, Ltd. It calls for the investment of $22,500 for an ownership of 45%. As of September 30, 2014, the Company has not funded this joint venture and there is no activity. |
Return_of_Capital
Return of Capital | 6 Months Ended |
Nov. 30, 2014 | |
Return of Capital [Abstract] | |
Return of Capital | Note 11 – Return of Capital |
During the period ending May 31, 2014, The Company reimbursed two investors for monies that were given for stock purchases in 2011 and 2012 that was never issued. | |
On March 18, 2014, The Company refunded $8,600 and on March 21, 2014, the Company also refunded an additional $18,500 for a total of $27,100. |
Service_Condition_Stock_Option
Service Condition Stock Options | 6 Months Ended | ||||||||||||
Nov. 30, 2014 | |||||||||||||
Service Condition Stock Options [Abstract] | |||||||||||||
Service Condition Stock Options | Note 12 – Service Condition Stock Options | ||||||||||||
The Company has initiated a stock option agreement with one of its vendors (See Note 8). Compensation costs is recognized on a graded basis. | |||||||||||||
The fair market value of the stock options is estimated using the Black-Scholes-Merton valuation model and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on implied volatilities of the monthly closing price of the Company's common stock; the expected term of options granted is based on the SAB 107 simplified method of using the mid-pint between the vesting term and the original contractual term; the risk-free interest rate is based on the U.S. Treasury bonds issued with similar life terms to the expected life of the grant; and the expected dividend yield is based on dividend trends. Forfeitures are estimated at the time of the grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience. | |||||||||||||
The following key assumptions were used in the valuation model to value stock option grants for the respective period. | |||||||||||||
Period Ended | |||||||||||||
November 30, | |||||||||||||
2014 | |||||||||||||
Expected volatility | 91.43 | % | |||||||||||
Weighted-average volatility | 81.83 | % | |||||||||||
Expected dividends | - | ||||||||||||
Expected term (in years) | 10 | ||||||||||||
Weighted-average risk-free interest rate | 2.18 | % | |||||||||||
Expected Forfeiture rate | - | ||||||||||||
Stock option transactions under the Company's plans for the period ending November 30, 2014 are summarized as follows: | |||||||||||||
Weighted- | |||||||||||||
Weighted- | Average | ||||||||||||
Average | Remaining | ||||||||||||
Exercise | Contractual | ||||||||||||
Options | Shares | Price | Term (years) | ||||||||||
Balance, beginning of period | - | $ | - | ||||||||||
Granted | 51,532 | 6 | 9 | ||||||||||
Exercised | - | ||||||||||||
Forfeited | - | ||||||||||||
Outstanding at November 30, 2014 | 51,532 | 6 | 9 | ||||||||||
Exercisable at November 30, 2014 | 47,234 | $ | 6 | 9 | |||||||||
During the period ending November 30, 2014, the company recorded stock based professional fees of $25,600. |
Prepaid_expenses
Prepaid expenses | 3 Months Ended |
Nov. 30, 2014 | |
Prepaid expenses [Abstract] | |
Prepaid expenses | Note 13 – Prepaid expenses |
During the course of the year the Company prepaid vendors for Inventory. The balance of this prepaid balance as of November 30, 2014 is $42,926. | |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events |
Management has reviewed events between November 30, 2014 and the date the financials were issued, January 20, 2015, and there were no significant events identified for disclosure. | |
On December 22, 2014, the Company issued 10,000 shares of stock for cash. | |
On January 2, 2015, The Company issued 3,000 shares to two individuals as part of their employment agreements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||
Nov. 30, 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 principal markets for the natural function beverages are primarily Europe and Southeast Asia. The product is primarily sold to wholesale and retail distributors worldwide. | |||
The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's market penetration before another company develops a similar product. | |||
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.” The Company has adopted the new provision of FASB ASC 915-275 and is not reporting inception to date activities as previously required. | |||
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 as of November 30, 2014 and May 31, 2014 and the results of operations and cash flows of the Company for the three and six months ended November 30, 2014 and 2013. | |||
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 an interest and non-interest-bearing accounts. At times, cash balances may be in excess of the FDIC Insurance limit. 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 November 30, 2014 and May 31, 2014. | |||
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 November 30, 2014 and 2013 the company had recognized total depreciation expense of $6,118 and $3,208, 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 an allowance for uncollectible accounts 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. Any account over 90 days past due is now analyzed and any risk of collection is added to allowance for doubtful accounts. | |||
On February 20, 2014, The Company entered into a factoring agreement and received $250,000 for certain accounts listed on their accounts receivable. The Company has an obligation to repurchase these accounts if the receivable is never collected. Due to this obligation the Company has recorded an accounts receivable holdback liability. In August 2014, the Company and the factoring agent determined to eliminate this agreement. The Company is issuing share of stock for the monies received by the factoring agent. As of August 31, 2014, the Company has recorded $250,000 as a stock subscription. | |||
As of November 30, 2014 the Company has a receivable with the Internal Revenue Service of $30,000. This is listed as an other receivable on the balance sheets of the financial statements. | |||
Revenue Recognition Policy | Revenue Recognition Policy | ||
Revenue from the sale of goods is recognized when the following conditions are satisfied: | |||
- | The Company has transferred to the buyer the significant risks and rewards of ownership of the goods; | ||
- | The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; | ||
- | The amount of revenue can be measured reliably; | ||
- | It is probable that the economic benefits associated with the transaction will flow to the entity; and | ||
- | The costs incurred or to be incurred in respect to the transaction can be measured reliably | ||
The time that all of the conditions listed above are satisfied varies with each vendor depending on the specific terms to which the Company and each vendor agree. The range of terms varies from pre-paid sales to 120 day payment. | |||
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. | |||
Convertible Debentures | |||
Convertible Debentures: | |||
Beneficial Conversion Features – If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. | |||
Debt Discount – The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company's own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer's equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: | |||
- | A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer's equity shares with an issuance date fair value equal to a fixed dollar amount. | ||
- | Variations in something other than the fair value of the issuer's equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer's equity shares, or | ||
- | Variations inversely related to changes in fair value of the issuer's equity shares, for example, a written put that could be net share settled. | ||
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. | |||
The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. | |||
Determination of fair value: | |||
The Company's financial instruments consist of convertible notes payable. The Company believes all of the financial instruments' recorded values approximate their fair values because of their nature and respective durations. | |||
The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. | |||
FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3). | |||
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 and Acquisition Costs | Deferred Offering and 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 as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities”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. | |||
Concentration of Credit Risk and Significant Vendor | Concentration of Credit Risk and Significant Vendor | ||
The Company has no significant off-balance sheet risks related to foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company does maintain its supplier relationship with one vendor. The Company, by policy, routinely assesses the financial strength of this vendor. | |||
Recently Issued Accounting Pronouncements | |||
Recently Issued Accounting Pronouncements | |||
As of November 30, 2014 and May 31, 2014, 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) | 6 Months Ended | ||||||||||||||||||||||||
Nov. 30, 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. | |||||||||||||||||||||||||
Second Restatement | First Restatement | Original Filing | |||||||||||||||||||||||
Period | Year to date | Period | Year to date | Period | Year to date | ||||||||||||||||||||
Cash | $ | 739,143 | $ | 582,695 | $ | 582,695 | |||||||||||||||||||
Fixed Assets | $ | 74,794 | $ | 132,795 | $ | 132,795 | |||||||||||||||||||
Deposits | $ | 292,435 | $ | 142,435 | $ | 142,435 | |||||||||||||||||||
Prepaid Rent | $ | - | $ | 138,833 | $ | 138,833 | |||||||||||||||||||
Accounts Payable | $ | 103,686 | $ | 104,623 | $ | 104,623 | |||||||||||||||||||
Accounts Receivable Holdback Liability | $ | 250,000 | $ | - | $ | - | |||||||||||||||||||
Additional Paid in Capital | $ | 3,311,606 | $ | 4,110,627 | $ | 4,110,627 | |||||||||||||||||||
Stock Subscription | $ | 521,635 | $ | 854,131 | $ | 854,131 | |||||||||||||||||||
Retained Deficit | $ | (2,738,573 | ) | $ | (3,730,641 | ) | $ | (3,730,641 | ) | ||||||||||||||||
Total Assets | $ | 1,666,944 | $ | 1,557,330 | $ | 1,557,330 | |||||||||||||||||||
Total Liabilities | $ | 569,686 | $ | 320,623 | $ | 320,623 | |||||||||||||||||||
Total Equity | $ | 1,097,258 | $ | 1,236,707 | $ | 1,236,707 | |||||||||||||||||||
Cost of Sales | $ | 158,442 | $ | 353,415 | $ | 153,643 | $ | 348,616 | $ | 153,643 | $ | 348,616 | |||||||||||||
General and Administrative | $ | 1,155,437 | $ | 1,754,831 | $ | 2,152,304 | $ | 2,751,698 | $ | 1,745,179 | $ | 2,751,698 | |||||||||||||
Net Loss | $ | (1,238,213 | ) | $ | (1,801,093 | ) | $ | (2,230,281 | ) | $ | (2,793,161 | ) | $ | (1,823,156 | ) | $ | (2,793,161 | ) | |||||||
Earnings per share | $ | (0.53 | ) | $ | (0.77 | ) | $ | (0.95 | ) | $ | (1.19 | ) | $ | (0.78 | ) | $ | (1.19 | ) | |||||||
Service_Condition_Stock_Option1
Service Condition Stock Options (Tables) | 6 Months Ended | ||||||||||||
Nov. 30, 2014 | |||||||||||||
Service Condition Stock Options [Abstract] | |||||||||||||
Schedule of Fair Value Assumptions | The following key assumptions were used in the valuation model to value stock option grants for the respective period. | ||||||||||||
Period Ended | |||||||||||||
November 30, | |||||||||||||
2014 | |||||||||||||
Expected volatility | 91.43 | % | |||||||||||
Weighted-average volatility | 81.83 | % | |||||||||||
Expected dividends | - | ||||||||||||
Expected term (in years) | 10 | ||||||||||||
Weighted-average risk-free interest rate | 2.18 | % | |||||||||||
Expected Forfeiture rate | - | ||||||||||||
Schedule of Stock Option Transactions | Stock option transactions under the Company's plans for the period ending November 30, 2014 are summarized as follows: | ||||||||||||
Weighted- | |||||||||||||
Weighted- | Average | ||||||||||||
Average | Remaining | ||||||||||||
Exercise | Contractual | ||||||||||||
Options | Shares | Price | Term (years) | ||||||||||
Balance, beginning of period | - | $ | - | ||||||||||
Granted | 51,532 | 6 | 9 | ||||||||||
Exercised | - | ||||||||||||
Forfeited | - | ||||||||||||
Outstanding at November 30, 2014 | 51,532 | 6 | 9 | ||||||||||
Exercisable at November 30, 2014 | 47,234 | $ | 6 | 9 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | |
Summary of Significant Accounting Policies [Abstract] | |||||
Accounts receivable, period past due to be considered deliquent | 90 days | ||||
Depreciation expense | $3,175 | $1,681 | $6,118 | $3,208 | |
Accounts receivable holdback liability | 250,000 | ||||
Stock subscription | 250,000 | 250,000 | |||
Receivable with the internal revenue service | $30,000 | $30,000 |
Uncertainty_going_concern_Deta
Uncertainty, going concern (Details) (USD $) | Nov. 30, 2014 | 31-May-14 |
Uncertainty, going concern [Abstract] | ||
Deficit accumulated during the development stage | ($5,063,750) | ($3,577,865) |
Restatement_Details
Restatement (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||||
31-May-11 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | 31-May-13 | 31-May-12 | Feb. 28, 2014 | Feb. 28, 2014 | Aug. 31, 2013 | 22-May-11 | |
Cash | $65,008 | $122,456 | $65,008 | $122,456 | $810,433 | $34,297 | ||||||
Accounts receivable | 166,887 | 166,887 | 530,637 | |||||||||
Inventory | 135,038 | 135,038 | 109,628 | |||||||||
Fixed Assets | 82,133 | 82,133 | 85,579 | |||||||||
Security deposits on land useage | 150,000 | 150,000 | 150,000 | |||||||||
Accounts payable and accrued taxes | 172,728 | 172,728 | 49,198 | |||||||||
Accounts receivable holdback liability | 250,000 | |||||||||||
Capital in excess of par value | 4,201,561 | 4,201,561 | 3,898,776 | |||||||||
Stock subscription | 1,245,730 | 1,245,730 | 1,003,575 | |||||||||
Sales | 145,585 | 221,368 | 270,788 | 263,435 | ||||||||
Cost of Sales | 139,325 | 146,367 | 272,091 | 194,973 | ||||||||
Total operating expenses | 415,096 | 362,940 | 1,429,691 | 599,394 | ||||||||
Net loss | -416,747 | -315,187 | -1,485,885 | -562,880 | -1,485,885 | -647,258 | -320,109 | |||||
Accumulated deficit | -5,063,750 | -5,063,750 | -3,577,865 | |||||||||
Total Assets | 671,992 | 671,992 | 1,734,363 | |||||||||
Total Liabilities | 285,728 | 285,728 | 407,198 | |||||||||
Total Equity | 2,000 | 386,264 | 386,264 | 1,327,165 | -151,606 | -35,233 | ||||||
Earnings per share | ($0.15) | ($0.13) | ($0.55) | ($0.24) | ||||||||
Second Restatement [Member] | ||||||||||||
Cash | 739,143 | 739,143 | ||||||||||
Fixed Assets | 74,794 | 74,794 | ||||||||||
Security deposits on land useage | 292,435 | 292,435 | ||||||||||
Prepaid rent | ||||||||||||
Accounts payable and accrued taxes | 103,686 | 103,686 | ||||||||||
Accounts receivable holdback liability | 250,000 | 250,000 | ||||||||||
Capital in excess of par value | 3,311,606 | 3,311,606 | ||||||||||
Stock subscription | 521,635 | 521,635 | ||||||||||
Cost of Sales | 158,442 | 353,415 | ||||||||||
General and Administrative expenses | 1,155,437 | 1,754,831 | ||||||||||
Net loss | -1,238,213 | -1,801,093 | ||||||||||
Accumulated deficit | -2,738,573 | -2,738,573 | ||||||||||
Total Assets | 1,666,944 | 1,666,944 | ||||||||||
Total Liabilities | 569,686 | 569,686 | ||||||||||
Total Equity | 1,097,258 | 1,097,258 | ||||||||||
Earnings per share | ($0.53) | ($0.77) | ||||||||||
First Restatement [Member] | ||||||||||||
Cash | 582,695 | 582,695 | 131,310 | |||||||||
Accounts receivable | 142,016 | |||||||||||
Inventory | 127,776 | |||||||||||
Fixed Assets | 132,795 | 132,795 | ||||||||||
Security deposits on land useage | 142,435 | 142,435 | 55,214 | |||||||||
Prepaid rent | 138,833 | 138,833 | ||||||||||
Accounts payable and accrued taxes | 104,623 | 104,623 | 118,668 | |||||||||
Accounts receivable holdback liability | ||||||||||||
Capital in excess of par value | 4,110,627 | 4,110,627 | ||||||||||
Stock subscription | 854,131 | 854,131 | ||||||||||
Sales | 42,067 | |||||||||||
Cost of Sales | 153,643 | 348,616 | 48,605 | |||||||||
General and Administrative expenses | 2,152,304 | 2,751,698 | 236,454 | |||||||||
Net loss | -2,230,281 | -2,793,161 | ||||||||||
Accumulated deficit | -3,730,641 | -3,730,641 | -1,185,172 | |||||||||
Total Assets | 1,557,330 | 1,557,330 | ||||||||||
Total Liabilities | 320,623 | 320,623 | ||||||||||
Total Equity | 1,236,707 | 1,236,707 | ||||||||||
Earnings per share | ($0.95) | ($1.19) | ($0.12) | |||||||||
Original [Member] | ||||||||||||
Cash | 582,695 | 582,695 | 104,481 | |||||||||
Accounts receivable | 219,027 | |||||||||||
Inventory | 137,237 | |||||||||||
Fixed Assets | 132,795 | 132,795 | ||||||||||
Security deposits on land useage | 142,435 | 142,435 | 57,189 | |||||||||
Prepaid rent | 138,833 | 138,833 | ||||||||||
Accounts payable and accrued taxes | 104,623 | 104,623 | 135,302 | |||||||||
Accounts receivable holdback liability | ||||||||||||
Capital in excess of par value | 4,110,627 | 4,110,627 | ||||||||||
Stock subscription | 854,131 | 854,131 | ||||||||||
Sales | 12,753 | |||||||||||
Cost of Sales | 153,643 | 348,616 | 30,431 | |||||||||
General and Administrative expenses | 1,745,179 | 2,751,698 | 180,330 | |||||||||
Net loss | -1,823,156 | -2,793,161 | ||||||||||
Accumulated deficit | -3,730,641 | -3,730,641 | -1,140,188 | |||||||||
Total Assets | 1,557,330 | 1,557,330 | ||||||||||
Total Liabilities | 320,623 | 320,623 | ||||||||||
Total Equity | $1,236,707 | $1,236,707 | ||||||||||
Earnings per share | ($0.78) | ($1.19) | ($0.09) |
Service_Agreements_Details
Service Agreements (Details) (USD $) | 1 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Jun. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Nov. 30, 2014 | Jul. 02, 2013 | Oct. 01, 2014 | Jul. 18, 2014 | Aug. 31, 2014 | |
Service Agreements [Line Items] | ||||||||||
Shares issued | 8,300 | 3,250 | 51,000 | 4,500 | 1,500 | |||||
Service Agreement One [Member] | ||||||||||
Service Agreements [Line Items] | ||||||||||
Service Agreement Monthly Contractual Amount | $9,800 | |||||||||
Issuance of common stock | 1,500 | |||||||||
Accrued compensation | 9,800 | |||||||||
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] | ||||||||||
Service Agreement Monthly Contractual Amount | 1,500 | |||||||||
Issuance of common stock | 3,000 | |||||||||
Sales Requirement One [Member] | ||||||||||
Service Agreements [Line Items] | ||||||||||
Additional shares authorized | 10,000 | 5,000 | ||||||||
Net sales requirement for share issuance | 2,000,000 | 2,000,000 | ||||||||
Sales Requirement Two [Member] | ||||||||||
Service Agreements [Line Items] | ||||||||||
Additional shares authorized | 10,000 | 5,000 | ||||||||
Net sales requirement for share issuance | 3,000,000 | 3,000,000 | ||||||||
Sales Requirement Three [Member] | ||||||||||
Service Agreements [Line Items] | ||||||||||
Additional shares authorized | 10,000 | |||||||||
Net sales requirement for share issuance | 5,000,000 | |||||||||
New service agreement | ||||||||||
Service Agreements [Line Items] | ||||||||||
Service Agreement Monthly Contractual Amount | $6,000 | $6,000 | ||||||||
Issuance of common stock | 1,500 | |||||||||
Shares issued | 1,500 |
Recovered_Sheet1
Security Deposit On Land Usage (Details) (USD $) | 0 Months Ended | ||
Feb. 12, 2014 | Nov. 30, 2014 | 31-May-14 | |
Collaborative Arrangements and Non collaborative Arrangement Transactions [Line Items] | |||
Security deposits on land useage | $150,000 | $150,000 | |
Land usage agreement with Tuomo Forest [Member] | |||
Collaborative Arrangements and Non collaborative Arrangement Transactions [Line Items] | |||
Area of land owned by counterparty (in hectares) | 42 | ||
Term of agreement | 10 years | ||
Notice period for cancellation of agreement | 4 months | ||
Security deposits on land useage | $150,000 |
Cumulative_sale_of_Common_Stoc1
Cumulative sale of Common Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Oct. 01, 2014 | Jun. 03, 2013 | 31-May-11 | Jul. 31, 2014 | Jun. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | 31-May-13 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | 31-May-13 | 31-May-12 | Feb. 13, 2013 | Sep. 10, 2014 | |
item | item | |||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||||
Shares authorized for issuance | 4,500 | 9,000 | 4,500 | |||||||||||||||||||||
Founder shares issued during period | 7,048 | 704,796 | ||||||||||||||||||||||
Stock subscription receivable | $28,800 | $68,760 | $28,800 | $63,698 | ||||||||||||||||||||
Issuance of stock during the period | 52,625 | 83,340 | 94,500 | 130,000 | 47,500 | 12,500 | 87,500 | 60,000 | 87,500 | 466,357 | ||||||||||||||
Shares issued for cash | 210,500 | 810,000 | 550,000 | 567,000 | 520,000 | 190,000 | 50,000 | 350,000 | 240,000 | 2,345,927 | 350,000 | 146,574 | ||||||||||||
Equity issuance, price per share | $4 | $0.31 | ||||||||||||||||||||||
Proceeds from sale of common stock | 560,000 | |||||||||||||||||||||||
Common stock, shares outstanding | 2,723,375 | 2,678,515 | ||||||||||||||||||||||
Common stock, shares subscribed | 800 | 3,346 | ||||||||||||||||||||||
Shares issued for services | 39,975 | 538,949 | 34,380 | 13,875 | 770,054 | |||||||||||||||||||
Shares issued for services, shares | 8,300 | 3,250 | 51,000 | 4,500 | 1,500 | |||||||||||||||||||
Number of key individuals for whom shares issued | 2 | 2 | ||||||||||||||||||||||
Stock based compensation expense, shares | 3,000 | 3,000 | 20,914 | 17,600 | 1,500 | 6,000 | 3,000 | |||||||||||||||||
Stock based compensation expense | 15,450 | 15,450 | 96,858 | 17,985 | 71,940 | 35,250 | ||||||||||||||||||
Shares issued | 1,414 | 9,300 | ||||||||||||||||||||||
Shares issued for consultancy agreement | ||||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||||
Shares issued for services | 15,150 | |||||||||||||||||||||||
Shares issued for services, shares | 1,500 | |||||||||||||||||||||||
Shares issued for professional services | ||||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||||
Shares issued for services | 162,000 | |||||||||||||||||||||||
Shares issued for services, shares | 18,000 | |||||||||||||||||||||||
Vitas Group Inc [Member] | ||||||||||||||||||||||||
Common Stock [Line Items] | ||||||||||||||||||||||||
Shares acquired for merger | 2,500,000 | |||||||||||||||||||||||
Percentage of equity interests acquired | 83.19% | |||||||||||||||||||||||
Shares cancelled in merger | 800,000 | |||||||||||||||||||||||
Shares agreed to be cancelled in merger | 1,300,000 | |||||||||||||||||||||||
Number of shares of acquired entity's stock received to shareholders, per 1 share of Sealand stock | 50 | |||||||||||||||||||||||
Number of shares of acquired entity's stock to be granted to shareholders, per 1 share of Sealand stock. | 28,377 | |||||||||||||||||||||||
Shares receivable | 1,200,000 | |||||||||||||||||||||||
Common stock, shares outstanding | 2,105,000 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 1 Months Ended | 6 Months Ended | |||
Nov. 22, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | Dec. 01, 2013 | |
Debt Instrument [Line Items] | |||||
Payments on notes payable | $25,000 | ||||
Payments of accrued interest | 3,500 | ||||
Notes payable | 108,000 | 108,000 | |||
Convertible Note Payable One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, issuance date | 1-Jul-12 | ||||
Debt instrument, face amount | 10,000 | ||||
Debt instrument, stated interest rate | 8.00% | ||||
Debt conversion, price per share | $10 | ||||
Convertible Note Payable Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, issuance date | 1-Sep-12 | ||||
Debt instrument, face amount | 125,000 | ||||
Debt instrument, stated interest rate | 8.00% | ||||
Debt conversion, price per share | $10 | ||||
Convertible Note Payable Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, issuance date | 1-Dec-12 | ||||
Debt instrument, face amount | 100,000 | ||||
Debt instrument, stated interest rate | 8.00% | ||||
Debt conversion, price per share | $12.50 | $3 | |||
Accrued interest | 8,640 | ||||
Interest expense on debt | 8,000 | ||||
Unamortized beneficial conversion feature | $258,840 |
Related_Party_Details
Related Party (Details) (USD $) | 0 Months Ended | 6 Months Ended | ||
Nov. 18, 2014 | Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | |
Related Party [Abstract] | ||||
Proceeds from related party short term loan | $5,000 | $5,000 | ||
Balance on related party short term loan | $5,000 |
Consulting_Agreement_Details
Consulting Agreement (Details) (USD $) | 6 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2014 | |
Consulting Agreement [Abstract] | ||
Consulting agreement monthly retainer | $3,000 | |
Fixed price per share | $6 | |
Option to purchase | 51,532 | |
Vesting rate | $4,294 |
Joint_Venture_Details
Joint Venture (Details) (Joint Venture Not Yet Funded [Member], USD $) | Nov. 30, 2014 |
Joint Venture Not Yet Funded [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity interest, investment amount | $22,500 |
Equity interest, percentage | 45.00% |
Return_of_Capital_Details
Return of Capital (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 21, 2014 | Mar. 18, 2014 | Nov. 30, 2014 | 31-May-14 | |
Return of Capital [Abstract] | ||||
Prior period adjustment | $18,500 | $8,600 | ||
Return of capital | $27,100 | ($27,100) |
Service_Condition_Stock_Option2
Service Condition Stock Options (Narrative) (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | 31-May-14 | |
Service Condition Stock Options [Abstract] | |||
Stock based professional fees | ($37,200) | $378,400 |
Service_Condition_Stock_Option3
Service Condition Stock Options (Schedule of Fair Value Assumptions) (Details) | 6 Months Ended |
Nov. 30, 2014 | |
Service Condition Stock Options [Abstract] | |
Expected volatility | 91.43% |
Weighted-average volatility | 81.83% |
Expected dividends | |
Expected term | 10 years |
Weighted-average risk-free interest rate | 2.18% |
Expected Forfeiture rate |
Service_Condition_Stock_Option4
Service Condition Stock Options (Schedule of Stock Option Transactions) (Details) (USD $) | 6 Months Ended |
Nov. 30, 2014 | |
Shares | |
Balance, beginning of period | |
Granted | 51,532 |
Exercised | |
Forfeited | |
Outstanding at November 30, 2014 | 51,532 |
Exercisable at November 30, 2014 | 47,234 |
Weighted Average Exercise Price | |
Balance, beginning of period | |
Granted | $6 |
Exercised | $0 |
Forfeited | $0 |
Outstanding at November 30, 2014 | $6 |
Exercisable at November 30, 2014 | $6 |
Weighted Average Remaining Contractual Term | |
Balance, beginning of period | 9 years |
Granted | 9 years |
Outstanding at November 30, 2014 | 9 years |
Exercisable at November 30, 2014 | 9 years |
Prepaid_expenses_Details
Prepaid expenses (Details) (USD $) | Nov. 30, 2014 |
Prepaid expenses [Abstract] | |
Prepaid inventory | $42,926 |
Subsequent_Events_Details
Subsequent Events (Details) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
Sep. 30, 2014 | Oct. 01, 2014 | Jun. 03, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | 31-May-13 | 31-May-13 | 31-May-12 | Jan. 02, 2015 | Dec. 22, 2014 | |
item | item | item | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued for cash | 52,625 | 83,340 | 94,500 | 130,000 | 47,500 | 12,500 | 87,500 | 60,000 | 87,500 | 466,357 | |||||||
Shares issued for services | 8,300 | 3,250 | 51,000 | 4,500 | 1,500 | ||||||||||||
Number of individuals to whom shares issued as part of their employment agreements | 2 | 2 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued for cash | 10,000 | ||||||||||||||||
Shares issued for services | 3,000 | ||||||||||||||||
Number of individuals to whom shares issued as part of their employment agreements | 2 |