Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2016 | Jan. 11, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bemax, Inc. | |
Entity Central Index Key | 1,613,895 | |
Entity Trading Symbol | BMXC | |
Amendment Flag | true | |
Amendment Description | The May 31, 2016 financial statements were restated to record inventory for purchases previously recorded on a cash basis, eliminate accounts receivable, accounts payable and deferred revenue recorded due to errors; and to account for the embedded conversion feature related to convertible loans. As a result of the errors related to inventory and recording prior sales and cost of goods sold, the financial statements for the six months ended November 30, 2015 were restated to reflect these changes. The balance sheets as of November 30, 2016 and statements of operations and cash flows for the six months then ended were restated as well. | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Nov. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 451,640,836 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2016 | May 31, 2016 |
Current Assets: | ||
Cash | $ 14,454 | $ 115,738 |
Inventory | 321,828 | 189,823 |
Total current assets | 336,282 | 305,561 |
Furniture and equipment | 500 | 500 |
Total Assets | 336,782 | 306,061 |
Current Liabilities: | ||
Accrued interest on convertible loans | 12,863 | 1,845 |
Derivative liability | 401,710 | 351,041 |
Convertible loans, net of discount of $133,280 and $134,148, respectively | 162,466 | 73,602 |
Loan from shareholder and related party | 47,236 | 38,236 |
Total current liabilities | 624,275 | 464,724 |
Total Liabilities | 624,275 | 464,724 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 259,196,500 and 258,792,500 shares issued and outstanding, respectively | 25,920 | 25,879 |
Additional paid-in capital | 43,838 | 36,876 |
Accumulated deficit | (357,251) | (221,418) |
Total Stockholders' (Deficit) | (287,493) | (158,663) |
Total Liabilities and Stockholders' Equity | $ 336,782 | $ 306,061 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) - USD ($) | Nov. 30, 2016 | May 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible loans, net of discount | $ 133,280 | $ 134,148 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 259,196,500 | 258,792,500 |
Common stock, shares outstanding | 259,196,500 | 258,792,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 23,031 | $ 100,319 | $ 115,153 | $ 100,319 |
Cost of goods sold | 5,297 | 88,513 | 116,177 | 88,513 |
Gross margin | 17,734 | 11,806 | (1,024) | 11,806 |
Operating Expenses: | ||||
Professional fees | 1,100 | 1,000 | 9,400 | 4,700 |
Management fees | 1,500 | 1,500 | 3,000 | 3,000 |
General and administrative | 4,025 | 3,510 | 10,584 | 8,423 |
Total Operating Expenses | 6,625 | 6,010 | 22,984 | 16,123 |
Income (loss) from operations | 11,109 | 5,796 | (24,008) | (4,317) |
Other Income (Expense): | ||||
Interest expense and loan fees | (6,079) | (49,289) | ||
Interest expense discount | (82,115) | (162,368) | ||
Change in fair value of derivative liability | 47,145 | 383,922 | ||
Loss of issuance on convertible debt | (12,086) | (284,091) | ||
Total other expense | (53,135) | (111,826) | ||
Net income (loss) | $ (42,026) | $ 5,796 | $ (135,834) | $ (4,317) |
Basic and diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 258,843,687 | 258,750,000 | 258,817,954 | 258,750,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOW FROM OPERATING ACTIVITES: | ||
Net loss | $ (135,834) | $ (4,317) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative | (383,922) | |
Loss on issuance of convertible debt | 284,091 | |
Amortization of debt discount | 162,368 | |
Changes in Operating Assets and Liabilities: | ||
Inventory | (132,005) | (17,697) |
Accounts payable | (2,350) | |
Accrued interest on convertible loans | 18 | |
Net Cash Used in Operating Activities | (205,284) | (24,364) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 135,000 | |
Repayment of convertible loan | (40,000) | |
Loan from shareholder and related party | 9,000 | 11,900 |
Net Cash Provided by Financing Activities | 104,000 | 11,900 |
NET DECREASE IN CASH | (101,284) | (12,464) |
CASH AT BEGINNING OF PERIOD | 115,738 | 58,137 |
CASH AT END OF PERIOD | 14,454 | 45,673 |
Cash paid during period for: | ||
Interest | 22,272 | |
Income Taxes | ||
Non-cash transactions: | ||
Common shares issued to pay principal on convertible notes | $ 7,004 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Nov. 30, 2016 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS BEMAX INC. (“The Company”) was incorporated in the State of Nevada on November 28, 2012 to engage in the business of exporting disposable baby diapers manufactured in the United States and then distributing them throughout Europe and South Africa. The Company is in the development stage with limited revenues and very limited operating history. |
Going Concern
Going Concern | 6 Months Ended |
Nov. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business one year from May 31, 2016. The Company has incurred a loss since inception resulting in an accumulated deficit of $357,251 as of November 30, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or the existing cash on hand, loans from directors and/or private placement of common stock. Obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with personal cash, outside loans, or equity issuances. There is no guarantee that the Company will be able to raise any capital through any type of offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K/A for the year ended May 31, 2016. Use of Estimates and Assumptions 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 amounts of revenues and expenses during the period. Actual results could differ from those estimates. Fair Value of Financial Instrument The Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. Derivative Financial Instruments Derivative liabilities are recognized in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board ( “FASB” “ASC” – Derivatives and Hedging – Embedded Derivatives “ASC 815-15” Fair value of financial instruments The Company follows Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. Revenue Recognition The Company’s revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the time of sale once payment has been received and disposable baby diapers are delivered to the buyer. Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A total of $9,000 for donated management fees was charged to Shareholder Loan for the six months ended November 30, 2016. As of November 30, 2016, there are loans from the majority shareholder and related party totalling $47,236. These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Nov. 30, 2016 | |
Stockholder's Equity [Abstract] | |
STOCKHOLDER'S EQUITY | NOTE 5 - STOCKHOLDER’S EQUITY On June 5, 2015, the Company decided to increase the authorized amount of common shares that can be issued from 70,000,000 to 500,000,000 with the same par value of $0.0001 per share. The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. The 50-1 stock split has been shown retroactively. During fiscal year 2016, the Company issued 42,500 Common Shares at $0.0001 par value to an attorney for legal services rendered. At November 30, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 259,196,500 issued and outstanding. |
Convertible Loans
Convertible Loans | 6 Months Ended |
Nov. 30, 2016 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 6 - CONVERTIBLE LOANS On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $40,000 (forty thousand dollars) with an original issue discount of $4,000 (four thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 16, 2017. Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. On July 14, 2016, the Company repaid the $40,000 of principal, $1,307 of accrued interest and a $20,965 early payment penalty. On April 19, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $30,000 (thirty thousand dollars) with an original issue discount of $3,500 (three thousand five hundred dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 2017. Crown Bridge Partners L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $124,890 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. On November 1, 2016, $4,004 of principal was converted into 154,000 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company fair valued the derivative at $91,172 resulting in a loss on the change in the fair of $52,011. As of November 30, 2016, the Company again fair valued the derivative at $36,845 resulting in a gain on the change in the fair value for the six months of $88,045. In addition, $12,175 of the debt discount has been amortized to interest expense. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan is $30,000 (thirty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Adar Bays, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. On November 28, 2016, $3,000 of principal was converted into 229,850 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company fair valued the derivative at $40,273 resulting in a gain on the change in the fair value of $8,331. As of November 30, 2016, the Company again fair valued the derivative at $38,092 resulting in a gain on the change in the fair value for the six months of $70,708. In addition, $16,841 of the debt discount has been amortized to interest expense. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principal amount of the loan is $30,000 (thirty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $42,358 resulting in a gain on the change in the fair value for the six months of $66,442. In addition, $16,849 of the debt discount has been amortized to interest expense. On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, L.L.C. The principal amount of the loan is $77,750 (seventy-seven thousand, seven hundred and fifty dollars) with an original issue discount of $6,750 (six thousand, seven hundred and fifty dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017. Auctus Fund L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Days 121 through 150, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $261,774 based on the Black Scholes Merton pricing model and a corresponding debt discount of $77,750 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $99,176 resulting in a gain on the change in the fair value for the six months of $162,598. In addition, $57,468 of the debt discount has been amortized to interest expense. On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan is $55,000 (fifty-five thousand dollars) with an original issue discount of $3,000 (three thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2, 2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $167,895 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $71,255 resulting in a gain on the change in the fair value for the six months of $96,640. In addition, $20,446 of the debt discount has been amortized to interest expense. On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan is $80,000 (eighty thousand dollars) with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $113,985 resulting in a gain on the change in the fair value for the six months of $114,125. In addition, $37,041 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of November 30, 2016, is as follows: Note Holder Issue Maturity Stated Amount of Repayments / Principal Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8 % $ 40,000 $ (40,000 ) $ - Crown Bridge Partners, LLC (2) 4/19/2016 4/19/2017 8 % 30,000 (4,004 ) 25,996 Adar Bays, LLC (2) 5/9/2016 5/9/2017 8 % 30,000 (3,000 ) 27,000 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 - 30,000 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 - 77,750 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 - 55,000 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 - 80,000 Total $ 342,750 $ (47,004 ) $ 295,746 (1) This Note was repaid in full with cash on July 14, 2016. (2) Reductions are conversions to stock. A summary of outstanding convertible notes as of November 30, 2016, is as follows: Note Holder Issue Maturity Stated Amount of Debt Discount Net Principal Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8 % $ 25,946 $ (12,125 ) $ 13,821 Adar Bays, LLC 5/9/2016 5/9/2017 8 % 27,000 (10,159 ) 16,841 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 (13,151 ) 16,849 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 (20,282 ) 57,468 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 (34,554 ) 20,446 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 (42,959 ) 37,041 Total $ 295,696 $ (133,230 ) $ 162,466 (1) This Note was repaid in full on July 14, 2016. A summary of the activity of the derivative liability for the notes above is as follows: Balance at May 31, 2016 $ 351,041 Increase to derivative due to new issuances 396,005 Change due to debt settlement 32,623 Derivative loss due to mark to market adjustment (377,959 ) Balance at November 30, 2016 $ 401,710 On November 1, 2016, Crown Bridge Partners, LLC converted $4,004 of principal into 154,000 shares of common stock at $0.026 per share. The balance of the loan at November 30, 2016 is $25,996. On November 22, 2016, Adar Bays LLC converted $3,000 of principal into 250,000 shares of common stock at $0.01305 per share. The balance of the loan at November 30, 2016 is $27,000. |
Restatement
Restatement | 6 Months Ended |
Nov. 30, 2016 | |
Restatement [Abstract] | |
RESTATEMENT | NOTE 7 – RESTATEMENT The May 31, 2016 financial statements were restated to record inventory for purchases previously recorded on a cash basis, eliminate accounts receivable, accounts payable and deferred revenue recorded due to accounting errors; and to account for the embedded conversion feature related to convertible loans. The following table summarizes changes made to the May 31, 2016 balance sheet. May 31, 2016 Balance Sheet: As Reported Adjustment As Restated Accounts receivable $ 372,622 $ (372,622 ) $ - Inventory $ - $ 189,823 $ 189,823 Total Current Assets $ 488,360 $ (182,799 ) $ 305,561 Total Assets $ 488,860 $ (182,799 ) $ 306,061 Accounts payable $ 319,795 $ (319,795 ) $ - Derivative liability $ - $ 351,041 $ 351,041 Debt discount $ - $ (134,148 ) $ (134,148 ) Deferred revenue $ 507,722 $ (507,722 ) $ - Total current liabilities $ 1,075,348 $ (610,624 ) $ 464,724 Total liabilities $ 1,075,348 $ (610,624 ) $ 464,724 Accumulated deficit $ (649,241 ) $ 427,823 $ (221,418 ) As a result of the errors related to inventory and recording prior sales and cost of goods sold, the financial statements for the six months ended November 30, 2015 were restated to reflect these changes. The balance sheets as of November 30, 2016 and statements of operations and cash flows for the six months then ended were restated as well with the following changes. November 30, 2016 Balance Sheet: As Reported Adjustment As Restated Inventory $ - $ 321,828 $ 321,828 Derivative liability $ - $ 401,710 $ 401,710 Debt discount $ - $ (133,280 ) $ (133,280 ) Convertible loans $ 298,746 $ (3,000 ) $ 295,746 Accrued interest $ 9,599 $ 3,264 $ 12,863 Common stock $ 25,919 $ 1 $ 25,920 Additional paid in capital $ 44,102 $ (264 ) $ 43,838 Accumulated deficit $ (411,373 ) $ 54,122 $ (357,251 ) Statement of Operations: Cost of goods sold $ 122,182 $ (6,005 ) $ 116,177 Non-operating expenses $ (60,290 ) $ (51,536 ) $ (111,826 ) Net loss $ (216,302 ) $ 80,468 $ (135,834 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 - SUBSEQUENT EVENTS The Company has evaluated all events and transactions that occurred after November 30, 2016 up through the date these financial statements were available for issuance. It has been determined that the following events are material: On December 5, 2016, the Company entered into an initial one year consulting agreement with Adebayo Ladipo. He has been compensated by receiving 7,500,000 shares of common stock at a par value of $0.0001 per share. At no time is he considered an employee of the Company. He is an Independent Contractor and able to pursue other interests. As of January 11, 2017, the six loans outstanding including accrued interest have all been converted to common shares. There are currently no loans outstanding. The total number of shares issued regarding these conversions totals 184,748,966. As of January 11, 2017, there are 500,000,000 shares authorized. 451,640,836 have been issued and are outstanding and 43,646,325 have been reserved for a new loan that is currently being negotiated. Available shares for future issue totals 4,712,839. Refer to amended filings for the quarters and year end subsequent to May 31, 2016 for additional subsequent activity. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K/A for the year ended May 31, 2016. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions 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 amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instrument The Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. The Company follows Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. |
Derivative Financial Instruments | Derivative Financial Instruments Derivative liabilities are recognized in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board ( “FASB” “ASC” – Derivatives and Hedging – Embedded Derivatives “ASC 815-15” |
Revenue Recognition | Revenue Recognition The Company’s revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the time of sale once payment has been received and disposable baby diapers are delivered to the buyer. Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Convertible Loans (Tables)
Convertible Loans (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Convertible Loans [Abstract] | |
Schedule of outstanding convertible notes | Note Holder Issue Maturity Stated Amount of Repayments / Principal Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8 % $ 40,000 $ (40,000 ) $ - Crown Bridge Partners, LLC (2) 4/19/2016 4/19/2017 8 % 30,000 (4,004 ) 25,996 Adar Bays, LLC (2) 5/9/2016 5/9/2017 8 % 30,000 (3,000 ) 27,000 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 - 30,000 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 - 77,750 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 - 55,000 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 - 80,000 Total $ 342,750 $ (47,004 ) $ 295,746 (1) This Note was repaid in full with cash on July 14, 2016. (2) Reductions are conversions to stock. |
Summary of the activity of the debt discount | Note Holder Issue Maturity Stated Amount of Debt Discount Net Principal Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8 % $ 25,946 $ (12,125 ) $ 13,821 Adar Bays, LLC 5/9/2016 5/9/2017 8 % 27,000 (10,159 ) 16,841 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 (13,151 ) 16,849 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 (20,282 ) 57,468 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 (34,554 ) 20,446 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 (42,959 ) 37,041 Total $ 295,696 $ (133,230 ) $ 162,466 (1) This Note was repaid in full on July 14, 2016. |
Summary of the activity of the derivative liability | Balance at May 31, 2016 $ 351,041 Increase to derivative due to new issuances 396,005 Change due to debt settlement 32,623 Derivative loss due to mark to market adjustment (377,959 ) Balance at November 30, 2016 $ 401,710 |
Restatement (Tables)
Restatement (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Restatement [Abstract] | |
Summary of changes made to financial statements | May 31, 2016 Balance Sheet: As Reported Adjustment As Restated Accounts receivable $ 372,622 $ (372,622 ) $ - Inventory $ - $ 189,823 $ 189,823 Total Current Assets $ 488,360 $ (182,799 ) $ 305,561 Total Assets $ 488,860 $ (182,799 ) $ 306,061 Accounts payable $ 319,795 $ (319,795 ) $ - Derivative liability $ - $ 351,041 $ 351,041 Debt discount $ - $ (134,148 ) $ (134,148 ) Deferred revenue $ 507,722 $ (507,722 ) $ - Total current liabilities $ 1,075,348 $ (610,624 ) $ 464,724 Total liabilities $ 1,075,348 $ (610,624 ) $ 464,724 Accumulated deficit $ (649,241 ) $ 427,823 $ (221,418 ) November 30, 2016 Balance Sheet: As Reported Adjustment As Restated Inventory $ - $ 321,828 $ 321,828 Derivative liability $ - $ 401,710 $ 401,710 Debt discount $ - $ (133,280 ) $ (133,280 ) Convertible loans $ 298,746 $ (3,000 ) $ 295,746 Accrued interest $ 9,599 $ 3,264 $ 12,863 Common stock $ 25,919 $ 1 $ 25,920 Additional paid in capital $ 44,102 $ (264 ) $ 43,838 Accumulated deficit $ (411,373 ) $ 54,122 $ (357,251 ) Statement of Operations: Cost of goods sold $ 122,182 $ (6,005 ) $ 116,177 Non-operating expenses $ (60,290 ) $ (51,536 ) $ (111,826 ) Net loss $ (216,302 ) $ 80,468 $ (135,834 ) |
Going Concern (Details)
Going Concern (Details) - USD ($) | Nov. 30, 2016 | May 31, 2016 |
Going Concern (Textual) | ||
Accumulated deficit | $ (357,251) | $ (221,418) |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details) | Nov. 30, 2016USD ($) |
Summary of Significant Accounting Policies (Textual) | |
Convertible notes payable | $ 410,269 |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Related Party Transactions (Textual) | |
Management fees and office premises | $ 1,500 |
Description of related party transaction | Agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. |
Monthly rent | $ 1,000 |
Executive compensation value | 500 |
Donated management fees | 9,000 |
Related party total | $ 47,236 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | Jun. 05, 2015 | Nov. 30, 2016 | May 31, 2016 |
Stockholder's Equity (Textual) | |||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 259,196,500 | 258,792,500 | |
Common stock, shares outstanding | 259,196,500 | 258,792,500 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common shares issued for legal services rendered | 42,500 | ||
Common shares issued for legal services, par value | $ 0.0001 | ||
Stock split, description | The 50-1 stock split has been shown retroactively. | ||
Forward stock split, description | The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. | ||
Common shares [Member] | |||
Stockholder's Equity (Textual) | |||
Common Stock, shares authorized | 70,000,000 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
May 09, 2016 | Nov. 30, 2016 | Nov. 28, 2016 | Nov. 01, 2016 | |||
Schedule of outstanding convertible notes | ||||||
Amount of Note | $ 342,750 | |||||
Repayments / Conversions | (47,004) | |||||
Principal Balance | $ 295,746 | |||||
Crown Bridge Partners, LLC [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | [1] | Feb. 16, 2016 | ||||
Maturity Date | [1] | Feb. 16, 2017 | ||||
Stated Interest Rate | [1] | 8.00% | ||||
Amount of Note | $ 40,000 | [1] | $ 4,004 | |||
Repayments / Conversions | [1] | (40,000) | ||||
Principal Balance | [1] | |||||
Crown Bridge Partners, LLC [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | [2] | Apr. 19, 2016 | ||||
Maturity Date | [2] | Apr. 19, 2017 | ||||
Stated Interest Rate | [2] | 8.00% | ||||
Amount of Note | [2] | $ 30,000 | ||||
Repayments / Conversions | [2] | (4,004) | ||||
Principal Balance | [2] | $ 25,996 | ||||
Adar Bays, LLC [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | May 9, 2016 | May 9, 2016 | [2] | |||
Maturity Date | May 9, 2017 | May 9, 2017 | [2] | |||
Stated Interest Rate | 8.00% | 8.00% | [2] | |||
Amount of Note | $ 30,000 | $ 30,000 | [2] | $ 3,000 | ||
Repayments / Conversions | [2] | (3,000) | ||||
Principal Balance | [2] | $ 27,000 | ||||
Eagle Equities, LLC [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | May 9, 2016 | |||||
Maturity Date | May 9, 2017 | |||||
Stated Interest Rate | 8.00% | |||||
Amount of Note | $ 30,000 | |||||
Repayments / Conversions | ||||||
Principal Balance | $ 30,000 | |||||
Auctus Fund, LLC [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | May 10, 2016 | |||||
Maturity Date | Feb. 10, 2017 | |||||
Stated Interest Rate | 8.00% | |||||
Amount of Note | $ 77,750 | |||||
Repayments / Conversions | ||||||
Principal Balance | $ 77,750 | |||||
JSJ Investments Inc. [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | Jun. 2, 2016 | |||||
Maturity Date | Feb. 26, 2017 | |||||
Stated Interest Rate | 8.00% | |||||
Amount of Note | $ 55,000 | |||||
Repayments / Conversions | ||||||
Principal Balance | $ 55,000 | |||||
Black Forest Capital LLC [Member] | ||||||
Schedule of outstanding convertible notes | ||||||
Issue Date | Jun. 14, 2016 | |||||
Maturity Date | Jun. 14, 2017 | |||||
Stated Interest Rate | 8.00% | |||||
Amount of Note | $ 80,000 | |||||
Repayments / Conversions | ||||||
Principal Balance | $ 80,000 | |||||
[1] | This Note was repaid in full with cash on July 14, 2016. | |||||
[2] | Reductions are conversions to stock. |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 09, 2016 | Nov. 30, 2016 | ||
Short-term Debt [Line Items] | |||
Amount of Note | $ 295,696 | ||
Debt Discount | (133,230) | ||
Net Principal Balance | $ 162,466 | ||
Crown Bridge Partners, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Apr. 19, 2016 | ||
Maturity Date | Apr. 19, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 25,946 | ||
Debt Discount | (12,125) | ||
Net Principal Balance | $ 13,821 | ||
Adar Bays, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 9, 2016 | May 9, 2016 | [1] |
Maturity Date | May 9, 2017 | May 9, 2017 | [1] |
Stated Interest Rate | 8.00% | 8.00% | [1] |
Amount of Note | $ 27,000 | ||
Debt Discount | (10,159) | ||
Net Principal Balance | $ 16,841 | ||
Eagle Equities, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 9, 2016 | ||
Maturity Date | May 9, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 30,000 | ||
Debt Discount | (13,151) | ||
Net Principal Balance | $ 16,849 | ||
Auctus Fund, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 10, 2016 | ||
Maturity Date | Feb. 10, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 77,750 | ||
Debt Discount | (20,282) | ||
Net Principal Balance | $ 57,468 | ||
JSJ Investments Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Jun. 2, 2016 | ||
Maturity Date | Feb. 26, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 55,000 | ||
Debt Discount | (34,554) | ||
Net Principal Balance | $ 20,446 | ||
Black Forest Capital LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Jun. 14, 2016 | ||
Maturity Date | Jun. 14, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 80,000 | ||
Debt Discount | (42,959) | ||
Net Principal Balance | $ 37,041 | ||
[1] | Reductions are conversions to stock. |
Convertible Loans (Details 2)
Convertible Loans (Details 2) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Convertible Loans [Abstract] | |
Balance | $ 351,041 |
Increase to derivative due to new issuances | 396,005 |
Decrease due to debt settlement | 32,623 |
Derivative loss due to mark to market adjustment | (377,959) |
Balance | $ 401,710 |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) | Jul. 14, 2016 | Jun. 14, 2016 | Jun. 02, 2016 | Nov. 28, 2016 | Nov. 22, 2016 | Nov. 01, 2016 | May 10, 2016 | May 09, 2016 | Apr. 19, 2016 | Feb. 16, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | ||
Convertible Loans (Textual) | ||||||||||||||
Principal amount of loan | $ 342,750 | |||||||||||||
Original issue discount | 133,230 | |||||||||||||
Debt discount amortized | $ 162,368 | |||||||||||||
Black Scholes Merton Pricing Model [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Original issue discount | $ 30,000 | $ 40,000 | ||||||||||||
Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | [1] | Feb. 16, 2016 | ||||||||||||
Principal amount of loan | $ 4,004 | $ 40,000 | [1] | |||||||||||
Original issue discount | [1] | $ (40,000) | ||||||||||||
Interest rate | [1] | 8.00% | ||||||||||||
Due date | [1] | Feb. 16, 2017 | ||||||||||||
Derivative liability at its fair value | $ 91,172 | $ 36,845 | ||||||||||||
Converted into shares of common stock | 154,000 | |||||||||||||
Debt discount amortized | 12,175 | |||||||||||||
Principal amount of loan | 25,996 | |||||||||||||
Gain on the change in the fair value | $ 52,011 | $ 88,045 | ||||||||||||
Common stock per share | $ 0.026 | |||||||||||||
Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | [2] | Apr. 19, 2016 | ||||||||||||
Principal amount of loan | [2] | $ 30,000 | ||||||||||||
Interest rate | [2] | 8.00% | ||||||||||||
Due date | [2] | Apr. 19, 2017 | ||||||||||||
Adar Bays, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | May 9, 2016 | May 9, 2016 | [2] | |||||||||||
Principal amount of loan | $ 3,000 | $ 30,000 | $ 30,000 | [2] | ||||||||||
Original issue discount | $ 10,159 | |||||||||||||
Interest rate | 8.00% | 8.00% | [2] | |||||||||||
Due date | May 9, 2017 | May 9, 2017 | [2] | |||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. | |||||||||||||
Derivative liability at its fair value | $ 40,273 | $ 38,092 | ||||||||||||
Converted into shares of common stock | 229,850 | |||||||||||||
Debt discount amortized | 16,841 | |||||||||||||
Gain on the change in the fair value | $ 8,331 | $ 70,708 | ||||||||||||
Adar Bays, LLC [Member] | Black Scholes Merton Pricing Model [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Derivative liability at its fair value | $ 108,800 | |||||||||||||
Debt discount amortized | 30,000 | |||||||||||||
Eagle Equities, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | May 9, 2016 | |||||||||||||
Principal amount of loan | $ 30,000 | |||||||||||||
Original issue discount | $ 13,151 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | May 9, 2017 | |||||||||||||
Derivative liability at its fair value | $ 42,358 | |||||||||||||
Debt discount amortized | 16,849 | |||||||||||||
Gain on the change in the fair value | $ 66,442 | |||||||||||||
Eagle Equities, LLC [Member] | Black Scholes Merton Pricing Model [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Derivative liability at its fair value | 108,800 | |||||||||||||
Principal amount of loan | $ 30,000 | |||||||||||||
Auctus Fund, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | May 10, 2016 | |||||||||||||
Principal amount of loan | $ 77,750 | |||||||||||||
Original issue discount | $ 20,282 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | Feb. 10, 2017 | |||||||||||||
Derivative liability at its fair value | $ 99,176 | |||||||||||||
Converted into shares of common stock | 250,000 | |||||||||||||
Debt discount amortized | 57,468 | |||||||||||||
Principal amount of loan | 77,750 | |||||||||||||
Gain on the change in the fair value | 162,598 | |||||||||||||
Common stock per share | $ 0.01305 | |||||||||||||
Accrued unpaid interest | $ 3,000 | $ 27,000 | ||||||||||||
Auctus Fund, LLC [Member] | Black Scholes Merton Pricing Model [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Derivative liability at its fair value | $ 261,774 | |||||||||||||
Debt discount amortized | $ 77,750 | |||||||||||||
JSJ Investments Inc. [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | Jun. 2, 2016 | |||||||||||||
Principal amount of loan | $ 55,000 | |||||||||||||
Original issue discount | $ 34,554 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | Feb. 26, 2017 | |||||||||||||
Derivative liability at its fair value | $ 71,255 | |||||||||||||
Debt discount amortized | 20,446 | |||||||||||||
Gain on the change in the fair value | $ 96,640 | |||||||||||||
JSJ Investments Inc. [Member] | Black Scholes Merton Pricing Model [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Derivative liability at its fair value | $ 167,895 | |||||||||||||
Debt discount amortized | $ 55,000 | |||||||||||||
Black Forest Capital LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | Jun. 14, 2016 | |||||||||||||
Principal amount of loan | $ 80,000 | |||||||||||||
Original issue discount | $ 42,959 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | Jun. 14, 2017 | |||||||||||||
Derivative liability at its fair value | $ 113,985 | |||||||||||||
Debt discount amortized | 37,041 | |||||||||||||
Gain on the change in the fair value | $ 114,125 | |||||||||||||
Black Forest Capital LLC [Member] | Black Scholes Merton Pricing Model [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Derivative liability at its fair value | $ 228,110 | |||||||||||||
Debt discount amortized | $ 80,000 | |||||||||||||
Convertible Promissory Note (Member) | Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | Apr. 19, 2016 | Feb. 16, 2016 | ||||||||||||
Principal amount of loan | $ 30,000 | $ 40,000 | ||||||||||||
Original issue discount | $ 3,500 | $ 4,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Apr. 19, 2017 | Feb. 16, 2017 | ||||||||||||
Description of loan accrued interest | The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. | |||||||||||||
Repaid principal amount | $ 40,000 | |||||||||||||
Accrued interest | 1,307 | |||||||||||||
Early payment penalty | $ 20,965 | |||||||||||||
Gain on the change in the fair value | $ 124,890 | |||||||||||||
Conversion rate of discount | 48.00% | 48.00% | ||||||||||||
Convertible Promissory Note (Member) | Auctus Fund, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | May 10, 2016 | |||||||||||||
Principal amount of loan | $ 77,750 | |||||||||||||
Original issue discount | $ 6,750 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | May 10, 2017 | |||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Days 121 through 150, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. | |||||||||||||
Convertible Promissory Note (Member) | JSJ Investments Inc. [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | Jun. 2, 2016 | |||||||||||||
Principal amount of loan | $ 55,000 | |||||||||||||
Original issue discount | $ 3,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | Jun. 2, 2017 | |||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. | |||||||||||||
Principal amount of loan | $ 2,000 | |||||||||||||
Convertible Promissory Note (Member) | Black Forest Capital LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | Jun. 14, 2016 | |||||||||||||
Principal amount of loan | $ 80,000 | |||||||||||||
Original issue discount | $ 8,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | Jun. 14, 2017 | |||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. | |||||||||||||
Principal amount of loan | $ 2,000 | |||||||||||||
Convertible Redeemable Note [Member] | Eagle Equities, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issue Date | May 9, 2016 | |||||||||||||
Principal amount of loan | $ 30,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | May 9, 2017 | |||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. | |||||||||||||
[1] | This Note was repaid in full with cash on July 14, 2016. | |||||||||||||
[2] | Reductions are conversions to stock. |
Restatement (Details)
Restatement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 | |
Accounts receivable | |||||
Inventory | $ 321,828 | $ 321,828 | 189,823 | ||
Total Current Assets | 336,282 | 336,282 | 305,561 | ||
Total Assets | 336,782 | 336,782 | 306,061 | ||
Accounts payable | |||||
Derivative liability | 401,710 | 401,710 | 351,041 | ||
Debt discount | (133,280) | (133,280) | (134,148) | ||
Convertible loans | 295,746 | 295,746 | |||
Deferred revenue | 401,710 | 401,710 | |||
Total current liabilities | 624,275 | 624,275 | 464,724 | ||
Total liabilities | 624,275 | 624,275 | 464,724 | ||
Accrued interest | 12,863 | 12,863 | |||
Common stock | 25,920 | 25,920 | 25,879 | ||
Additional paid-in capital | 43,838 | 43,838 | 36,876 | ||
Accumulated deficit | (357,251) | (357,251) | (221,418) | ||
Statement of Operations: | |||||
Cost of goods sold | 5,297 | $ 88,513 | 116,177 | $ 88,513 | |
Non-operating expenses | (53,135) | (111,826) | |||
Net loss | (42,026) | $ 5,796 | (135,834) | $ (4,317) | |
As Reported [Member] | |||||
Accounts receivable | 372,622 | ||||
Inventory | |||||
Total Current Assets | 488,360 | ||||
Total Assets | 488,860 | ||||
Accounts payable | 319,795 | ||||
Derivative liability | |||||
Debt discount | |||||
Convertible loans | 298,746 | 298,746 | |||
Deferred revenue | 507,722 | ||||
Total current liabilities | 1,075,348 | ||||
Total liabilities | 1,075,348 | ||||
Accrued interest | 9,599 | 9,599 | |||
Common stock | 25,919 | 25,919 | |||
Additional paid-in capital | 44,102 | 44,102 | |||
Accumulated deficit | (411,373) | (411,373) | (649,241) | ||
Statement of Operations: | |||||
Cost of goods sold | 122,182 | ||||
Non-operating expenses | (60,290) | ||||
Net loss | (216,302) | ||||
Adjustment [Member] | |||||
Accounts receivable | (372,622) | ||||
Inventory | 321,828 | 321,828 | 189,823 | ||
Total Current Assets | (182,799) | ||||
Total Assets | (182,799) | ||||
Accounts payable | (319,795) | ||||
Derivative liability | 401,710 | 401,710 | 351,041 | ||
Debt discount | (133,280) | (133,280) | (134,148) | ||
Convertible loans | (3,000) | (3,000) | |||
Deferred revenue | (507,722) | ||||
Total current liabilities | (610,624) | ||||
Total liabilities | (610,624) | ||||
Accrued interest | 3,264 | 3,264 | |||
Common stock | 1 | 1 | |||
Additional paid-in capital | (264) | (264) | |||
Accumulated deficit | $ 54,122 | 54,122 | $ 427,823 | ||
Statement of Operations: | |||||
Cost of goods sold | (6,005) | ||||
Non-operating expenses | (51,536) | ||||
Net loss | $ 80,468 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jan. 11, 2017 | Dec. 05, 2016 | Nov. 30, 2016 | May 31, 2016 |
Subsequent Event [Line Items] | ||||
Common stock issued for compensated with Adebayo Ladipo, par value | $ 0.0001 | |||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 259,196,500 | 258,792,500 | ||
Common stock, shares outstanding | 259,196,500 | 258,792,500 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued for compensated with Adebayo Ladipo | 7,500,000 | |||
Common stock issued for compensated with Adebayo Ladipo, par value | $ 0.0001 | |||
Common Stock issued for conversions | 184,748,966 | |||
Common Stock, shares authorized | 500,000,000 | |||
Common stock, shares issued | 451,640,836 | |||
Common stock, shares outstanding | 451,640,836 | |||
Common stock reserved, shares | 43,646,325 | |||
Common stock avaliable for future issue | 4,712,839 |