Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2017 | Apr. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bemax, Inc. | |
Entity Central Index Key | 1,613,895 | |
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 nine months ended February 29, 2016 were restated to reflect these changes. The statement of operations and cash flows for the nine months ended February 28, 2017 were restated to correct errors made when preparing the financial statement. There were no changes to the balance sheet as of February 28, 2017. | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 301,640,836 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Current Assets: | ||
Cash | $ 606 | $ 115,738 |
Prepaid expenses | 56,250 | |
Inventory | 177,551 | 189,823 |
Total current assets | 234,407 | 305,561 |
Furniture and equipment | 500 | 500 |
Total Assets | 234,907 | 306,061 |
Current Liabilities: | ||
Accrued interest on convertible loans | 634 | 1,845 |
Derivative liability | 351,040 | |
Convertible loans, net of discount of $3,748 and $134,148, respectively | 42,252 | 73,602 |
Loan from shareholder and related party | 51,736 | 38,236 |
Total current liabilities | 94,622 | 464,724 |
Total Liabilities | 94,622 | 464,724 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock series B, $0.0001 par value, 50,000,000 shares authorized; 50,000,000 and 0 shares issued and outstanding, respectively | 5,000 | |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 301,640,836 and 258,792,500 shares issued and outstanding, respectively | 30,164 | 25,879 |
Additional paid-in capital | 1,533,092 | 36,876 |
Accumulated deficit | (1,427,971) | (221,418) |
Total Stockholders' Equity (Deficit) | 140,285 | (158,663) |
Total Liabilities and Stockholders' Equity | $ 234,907 | $ 306,061 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible loans, net of discount | $ 3,748 | $ 134,148 |
Preferred stock series B, par value | $ 0.0001 | $ 0.0001 |
Preferred stock series B, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock series B, shares issued | 50,000,000 | 0 |
Preferred stock series B, shares outstanding | 50,000,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 301,640,836 | 258,792,500 |
Common stock, shares outstanding | 301,640,836 | 258,792,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
REVENUES | ||||
Revenues | $ 24,960 | $ 246,119 | $ 140,113 | $ 346,338 |
Cost of Goods Sold | 163,020 | 187,361 | 279,197 | 266,864 |
Gross margin | (138,060) | 58,758 | (139,084) | 79,474 |
Operating Expenses: | ||||
Professional fees | 9,200 | 3,704 | 18,600 | 8,404 |
Management fees | 1,500 | 1,500 | 4,500 | 4,500 |
General and administrative expenses | 68,858 | 8,654 | 79,442 | 14,078 |
Total Operating Expenses | 79,558 | 13,858 | 102,542 | 26,982 |
Income (loss) from operations | (217,618) | 44,900 | (241,626) | (52,492) |
Other Income (Expense): | ||||
Interest expense and loan fees | (3,712) | (1,714) | (53,001) | (1,714) |
Interest expense discount | (134,032) | (296,400) | ||
Change in fair value of derivative liability | (715,358) | (331,436) | ||
Loss of issuance of convertible debt | (284,091) | |||
Total other expense | (853,102) | (1,714) | (964,928) | (1,714) |
Net income (loss) | $ (1,070,720) | $ 43,186 | $ (1,206,554) | $ 50,778 |
Basic and diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 347,475,778 | 258,792,500 | 288,045,808 | 258,792,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,206,554) | $ 50,778 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative | 331,436 | |
Loss on issuance of convertible debt | 284,091 | |
Amortization of debt discount | 296,400 | |
Impairment expense | 157,279 | |
Stock issued for services | 75,000 | |
Changes in Operating Assets and Liabilities: | ||
Prepaids | (56,250) | |
Inventory | (145,007) | (79,999) |
Accounts payable | ||
Accrued interest on convertible loans | (6,027) | |
Net Cash Used in Operating Activities | (269,632) | (29,221) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 181,000 | 40,000 |
Repayment of convertible loan | (40,000) | |
Loan from shareholder and related party | 13,500 | 16,400 |
Net Cash Provided by Financing Activities | 154,500 | 56,400 |
NET INCREASE (DECREASE) IN CASH | (115,132) | 27,179 |
CASH AT BEGINNING OF PERIOD | 115,738 | 58,137 |
CASH AT END OF PERIOD | 606 | 85,316 |
Cash paid during year for: | ||
Interest | 22,272 | |
Income Taxes | ||
Non-cash transactions: | ||
Conversion of principal and interest to common shares | $ 302,750 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Feb. 28, 2017 | |
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 | 9 Months Ended |
Feb. 28, 2017 | |
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 February 28, 2017. The Company has incurred a loss since inception resulting in an accumulated deficit of $1,427,971 as February 28, 2017and 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 | 9 Months Ended |
Feb. 28, 2017 | |
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. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of February 28, 2017 and May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and Derivative - - - (331,436 ) Total $ - $ - $ - $ (331,436 ) May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and Derivative - - 351,041 128,331 Total $ - $ - $ 351,041 $ 128,331 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 | 9 Months Ended |
Feb. 28, 2017 | |
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 $13,500 for donated management fees was charged to Shareholder Loan for the nine months ended February 28, 2017. As of February 28, 2017, there are loans from the majority shareholder and related party totalling $51,736.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 | 9 Months Ended |
Feb. 28, 2017 | |
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. 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 valued at $75,000 based on the market price of the common stock on this date. This was valued at $0.01 per share. At no time is he considered an employee of the Company. He is an Independent Contractor and able to pursue other interests. On January 24, 2017, The Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares. |
Convertible Loans
Convertible Loans | 9 Months Ended |
Feb. 28, 2017 | |
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 was $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 became due and payable with accrued interest on February 16, 2017. The Company had 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. On July 14, 2016, the Company repaid the $40,000 of principal, $1,307 of accrued interest and a $20,965 early payment penalty. As a result of repayment of the note the Company recognized the remaining debt discount of $2,833. The Company repaid the note prior to when the convertible feature was effective; therefore there are no derivatives related to the embedded conversion feature. On April 19, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan was $30,000 (thirty thousand dollars) with an original issue discount of $3,500 (three thousand five hundred dollars) and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 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 is at a discount of 48% applied to the lowest price for ten days prior to the actual date of conversion. 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. As of August 31, 2016, the Company fair valued the derivative at $39,161 resulting in a gain on the change in the fair value for the three months of $85,729. In addition, $11,014 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 was $30,000 (thirty thousand dollars) and carried 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 48% applied to the lowest price for fifteen days prior to the actual date of conversion. 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 valued the derivative at $40,273 resulting in a gain on the change in the fair value of $8,331. During the third quarter the remaining principal and accrued interest of $27,000 and $1,453, respectively, were fully converted into 22,030,353 shares of common stock resulting in the immediate amortization of the remaining debt discount of $13,159, a $32,001 loss on the change in fair value of the derivative and a $105,878 credit to additional paid in capital. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principal amount of the loan was $30,000 (thirty thousand dollars) and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities, LLC. had the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate is at a discount of 48% of the lowest trading price for fifteen days prior to the actual date of conversion. 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.. During the third quarter principal and accrued interest of $30,000 and $1,459, respectively, were fully converted into 16,845,031 shares of common stock resulting in the immediate amortization of the remaining debt discount of $13,151, a $71,501 loss on the change in fair value of the derivative and a $143,634 credit to additional paid in capital. On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. The principal amount of the loan was $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 carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017. Auctus Fund, LLC. had 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 48% of the lowest trading price for ten days prior to the actual date of conversion. 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. During the third quarter principal and accrued interest of $77,750 and $605, respectively, were fully converted into 43,741,990 shares of common stock resulting in the immediate amortization of the remaining debt discount of $20,282, a $295,729 loss on the change in fair value of the derivative and a $467,591 credit to additional paid in capital. On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan was $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) in loan fees and it carried 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. 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. During the third quarter principal and accrued interest of $55,000 and $2,395, respectively, were fully converted into 32,463,378 shares of common stock resulting in the immediate amortization of the remaining debt discount of $34,554, a $65,510 loss on the change in fair value of the derivative and a $190,914 credit to additional paid in capital. On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan was $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 loan fees and it carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. 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. During the third quarter principal and accrued interest of $80,000 and $3,254, respectively, were fully converted into 55,208,045 shares of common stock resulting in the immediate amortization of the remaining debt discount of $42,959, a $203,588 loss on the change in fair value of the derivative and a $396,470 credit to additional paid in capital. On December 28, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $46,000 (forty-six thousand dollars) with an original issue discount of $4,500 (four thousand five hundred dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 28, 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 45% applied to the lowest trading 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. As of February 28, 2017, $752 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of February 28, 2017, is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Repayments / Conversions Principal Balance 2/28/2017 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8 % $ 40,000 $ (40,000 ) $ - Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8 % 30,000 (30,000 ) - Adar Bays, LLC 5/9/2016 5/9/2017 8 % 30,000 (30,000 ) - 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 ) - Crown Bridge Partners, LLC 12/28/2016 12/28/2017 8 % 46,000 - 46,000 Total $ 388,750 $ (342,750 ) $ 46,000 (1) This Note was repaid in full with cash on July 14, 2016. All other reductions were conversions to common shares A summary of the activity of the derivative liability for the notes above is as follows: Balance at May 31, 2015 $ - Increase to derivative due to new issuances 479,374 Derivative (gain) due to mark to market adjustment (128,333 ) Balance at May 31, 2016 351,041 Increase to derivative due to new issuances 434,591 Decrease due to debt settlement (1,117,070 ) Derivative loss due to mark to market adjustment 331,438 Balance at February 28, 2017 $ - A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the nine months ended February 28, 2017 is as follows: Inputs February 28, 2017 Initial Valuation Stock price $ .0047 - .0325 $ .52 – .74 Conversion price $ .002 $ .14 – .27 Volatility (annual) 249% - 395% 324% - 335% Risk-free rate .51% - .90% .51% - .52% Years to maturity .08 - 1 .76 - 1 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management |
Restatement
Restatement | 9 Months Ended |
Feb. 28, 2017 | |
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 nine months ended February 29, 2016 were restated to reflect these changes. The statement of operations and cash flows for the nine months ended February 28, 2017 were restated to correct errors made when preparing the financial statement. There were no changes to the balance sheet as of February 28, 2017. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 28, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 - SUBSEQUENT EVENTS The Company has evaluated all events and transactions that occurred after February 28, 2017 up through the date these financial statements were available for issuance. It has been determined that the following events need to be reported. On March 20, 2017, the Company authorized and issued a Convertible Promissory Note in favor of Crown Bridge Partners for $114,000. On March 27, 2017, the Company authorized and issued a Convertible Promissory Note in favor of JSJ Investments, Inc. for $125,000. On April 4, 2017, the Company authorized and issued a Convertible Promissory Note in favor of Auctus Fund, LLC for $145,000. Refer to the filing for the year ended May 31, 2017 for additional subsequent activity. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2017 | |
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. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of February 28, 2017 and May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and Derivative - - - (331,436 ) Total $ - $ - $ - $ (331,436 ) May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and Derivative - - 351,041 128,331 Total $ - $ - $ 351,041 $ 128,331 |
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. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of financial liabilities measured at fair value on a recurring basis | Description Level 1 Level 2 Level 3 Total Gains and Derivative - - - (331,436 ) Total $ - $ - $ - $ (331,436 ) May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and Derivative - - 351,041 128,331 Total $ - $ - $ 351,041 $ 128,331 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Convertible Loans [Abstract] | |
Summary of outstanding convertible notes | Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Repayments / Conversions Principal Balance 2/28/2017 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8 % $ 40,000 $ (40,000 ) $ - Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8 % 30,000 (30,000 ) - Adar Bays, LLC 5/9/2016 5/9/2017 8 % 30,000 (30,000 ) - 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 ) - Crown Bridge Partners, LLC 12/28/2016 12/28/2017 8 % 46,000 - 46,000 Total $ 388,750 $ (342,750 ) $ 46,000 (1) This Note was repaid in full with cash on July 14, 2016. |
Summary of activity of derivative liability for notes | Balance at May 31, 2015 $ - Increase to derivative due to new issuances 479,374 Derivative (gain) due to mark to market adjustment (128,333 ) Balance at May 31, 2016 351,041 Increase to derivative due to new issuances 434,591 Decrease due to debt settlement (1,117,070 ) Derivative loss due to mark to market adjustment 331,438 Balance at February 28, 2017 $ - |
Summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring derivative liabilities | Inputs February 28, 2017 Initial Valuation Stock price $ .0047 - .0325 $ .52 – .74 Conversion price $ .002 $ .14 – .27 Volatility (annual) 249% - 395% 324% - 335% Risk-free rate .51% - .90% .51% - .52% Years to maturity .08 - 1 .76 - 1 |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Feb. 28, 2017 | |
Restatement [Abstract] | |
Summary of changes made to 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 ) |
Going Concern (Details)
Going Concern (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Going Concern (Textual) | ||
Accumulated deficit | $ (1,427,971) | $ (221,418) |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | $ (715,358) | $ (331,436) | $ (128,333) | ||
Derivative [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | (331,436) | 128,331 | |||
Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | |||||
Level 1 [Member] | Derivative [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | |||||
Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | |||||
Level 2 [Member] | Derivative [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | |||||
Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | 351,041 | ||||
Level 3 [Member] | Derivative [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Gains and (Losses) | $ 351,041 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Textual) | Feb. 28, 2017USD ($) |
Summary of Significant Accounting Policies (Textual) | |
Embedded conversion feature of convertible notes payable | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended |
Feb. 28, 2017USD ($) | |
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 | 13,500 |
Related party, total | $ 51,736 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | Jan. 24, 2017 | Dec. 05, 2016 | Jun. 05, 2015 | May 31, 2016 | Feb. 28, 2017 |
Stockholder's Equity (Textual) | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock issued for legal services rendered | 42,500 | ||||
Common stock issued for legal services, par value | $ 0.0001 | ||||
Compensated by receiving shares of common stock | 7,500,000 | ||||
Market price of common stock value | $ 75,000 | ||||
Market price of common stock valued at per share | $ 0.01 | ||||
Common Stock [Member] | |||||
Stockholder's Equity (Textual) | |||||
Common stock, shares authorized | 70,000,000 | ||||
Stock split, description | The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. The 50-1 stock split has been shown retroactively. | ||||
CEO [Member] | Common Stock [Member] | |||||
Stockholder's Equity (Textual) | |||||
Shares exchange | 150,000,000 | ||||
Series B preferred shares [Member] | CEO [Member] | |||||
Stockholder's Equity (Textual) | |||||
Shares exchange | 50,000,000 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) | 9 Months Ended | ||
Feb. 28, 2017 | May 31, 2016 | ||
Short-term Debt [Line Items] | |||
Amount of Note | $ 388,750 | ||
Repayments / Conversions | (342,750) | ||
Principal Balance | $ 42,252 | $ 73,602 | |
Crown Bridge Partners, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | [1] | Feb. 16, 2016 | |
Maturity Date | [1] | Feb. 2, 2017 | |
Stated Interest Rate | [1] | 8.00% | |
Amount of Note | [1] | $ 40,000 | |
Repayments / Conversions | [1] | (40,000) | |
Principal Balance | [1] | ||
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 | $ 30,000 | ||
Repayments / Conversions | (30,000) | ||
Principal Balance | |||
Adar Bays, 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 | ||
Repayments / Conversions | (30,000) | ||
Principal Balance | |||
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 | ||
Repayments / Conversions | (30,000) | ||
Principal Balance | |||
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 | ||
Repayments / Conversions | (77,750) | ||
Principal Balance | |||
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 | ||
Repayments / Conversions | (55,000) | ||
Principal Balance | |||
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 | ||
Repayments / Conversions | (80,000) | ||
Principal Balance | |||
Crown Bridge Partners, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Dec. 28, 2016 | ||
Maturity Date | Dec. 28, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 46,000 | ||
Repayments / Conversions | |||
Principal Balance | $ 46,000 | ||
[1] | This Note was repaid in full with cash on July 14, 2016. |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Convertible Loans [Abstract] | |||||
Beginning Balance | $ 351,040 | ||||
Increase to derivative due to new issuances | 434,591 | 479,374 | |||
Decrease due to debt settlement | (1,117,070) | ||||
Derivative (gain) loss due to mark to market adjustment | $ (715,358) | (331,436) | (128,333) | ||
Ending Balance | $ 351,040 |
Convertible Loans (Details 2)
Convertible Loans (Details 2) | 9 Months Ended |
Feb. 28, 2017$ / shares | |
Short-term Debt [Line Items] | |
Conversion price | $ 0.002 |
Minimum [Member] | |
Short-term Debt [Line Items] | |
Stock price | $ 0.0047 |
Volatility (annual) | 249.00% |
Risk-free rate | 0.51% |
Years to maturity | 29 days |
Maximum [Member] | |
Short-term Debt [Line Items] | |
Stock price | $ 0.0325 |
Volatility (annual) | 395.00% |
Risk-free rate | 0.90% |
Years to maturity | 1 year |
Initial Valuation [Member] | Minimum [Member] | |
Short-term Debt [Line Items] | |
Stock price | $ 0.52 |
Conversion price | $ 0.14 |
Volatility (annual) | 324.00% |
Risk-free rate | 0.51% |
Years to maturity | 9 months 3 days |
Initial Valuation [Member] | Maximum [Member] | |
Short-term Debt [Line Items] | |
Stock price | $ 0.74 |
Conversion price | $ 0.27 |
Volatility (annual) | 335.00% |
Risk-free rate | 0.52% |
Years to maturity | 1 year |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) | Dec. 28, 2016 | Jun. 14, 2016 | Jun. 03, 2016 | May 10, 2016 | Feb. 16, 2016 | Nov. 28, 2016 | Aug. 31, 2016 | May 09, 2016 | Apr. 19, 2016 | Feb. 28, 2017 | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2016 | |
Convertible Loans (Textual) | ||||||||||||||
Principal amount of loan | $ 388,750 | $ 388,750 | ||||||||||||
Original issue discount | $ 134,148 | |||||||||||||
Debt discount amortized | $ 296,400 | |||||||||||||
Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | [1] | Feb. 16, 2016 | ||||||||||||
Principal amount of loan | [1] | $ 40,000 | $ 40,000 | |||||||||||
Interest rate | [1] | 8.00% | 8.00% | |||||||||||
Due date | [1] | Feb. 2, 2017 | ||||||||||||
Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Apr. 19, 2016 | |||||||||||||
Principal amount of loan | $ 30,000 | $ 30,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Apr. 19, 2017 | |||||||||||||
Auctus Fund, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | May 10, 2016 | |||||||||||||
Principal amount of loan | $ 77,750 | $ 77,750 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Feb. 10, 2017 | |||||||||||||
JSJ Investments Inc. [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Jun. 2, 2016 | |||||||||||||
Principal amount of loan | $ 55,000 | $ 55,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Feb. 26, 2017 | |||||||||||||
Black Forest Capital LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Jun. 14, 2016 | |||||||||||||
Principal amount of loan | $ 80,000 | $ 80,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Jun. 14, 2017 | |||||||||||||
Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Dec. 28, 2016 | |||||||||||||
Principal amount of loan | $ 46,000 | $ 46,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Dec. 28, 2017 | |||||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Feb. 16, 2016 | |||||||||||||
Principal amount of loan | $ 40,000 | |||||||||||||
Original issue discount | $ 4,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Due date | Feb. 16, 2017 | |||||||||||||
Description of loan accrued interest | The Company had 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. | |||||||||||||
Repaid principal amount | $ 40,000 | |||||||||||||
Accrued interest | 1,307 | |||||||||||||
Early payment penalty | $ 20,965 | |||||||||||||
Remaining debt discount | $ 2,833 | |||||||||||||
Convertible Promissory Note [Member] | Auctus Fund, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued 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 48% of the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | |||||||||||||
Repaid principal amount | $ 77,750 | $ 77,750 | ||||||||||||
Accrued interest | 605 | |||||||||||||
Remaining debt discount | $ 20,282 | 20,282 | ||||||||||||
Derivative liability | $ 261,774 | |||||||||||||
Converted into shares of common stock | 43,741,990 | |||||||||||||
Loss on change in fair value of derivative | $ 295,729 | |||||||||||||
Credit to additional paid in capital | 467,591 | |||||||||||||
Convertible Promissory Note [Member] | JSJ Investments Inc. [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | |||||||||||||
Repaid principal amount | 55,000 | 55,000 | ||||||||||||
Accrued interest | 2,395 | |||||||||||||
Remaining debt discount | $ 34,554 | 34,554 | ||||||||||||
Derivative liability | $ 167,895 | |||||||||||||
Converted into shares of common stock | 32,463,378 | |||||||||||||
Loss on change in fair value of derivative | $ 65,510 | |||||||||||||
Credit to additional paid in capital | 190,914 | |||||||||||||
Debt discount amortized | 55,000 | |||||||||||||
Loan fees | $ 2,000 | |||||||||||||
Convertible Promissory Note [Member] | Black Forest Capital LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Jul. 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | |||||||||||||
Accrued interest | 3,254 | |||||||||||||
Remaining debt discount | $ 42,959 | 42,959 | ||||||||||||
Derivative liability | $ 228,110 | |||||||||||||
Converted into shares of common stock | 55,208,045 | |||||||||||||
Loss on change in fair value of derivative | $ 203,588 | |||||||||||||
Credit to additional paid in capital | 396,470 | |||||||||||||
Debt discount amortized | 80,000 | |||||||||||||
Loan fees | $ 2,000 | |||||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | Dec. 28, 2016 | Apr. 19, 2016 | ||||||||||||
Principal amount of loan | $ 46,000 | $ 30,000 | ||||||||||||
Original issue discount | $ 4,500 | $ 3,500 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Due date | Dec. 28, 2017 | Apr. 19, 2017 | ||||||||||||
Description of loan accrued interest | 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 45% applied to the lowest trading 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. | 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 is at a discount of 48% applied to the lowest price for ten days prior to the actual date of conversion. | ||||||||||||
Derivative liability | $ 124,890 | |||||||||||||
Loss on change in fair value of derivative | $ 39,161 | 85,729 | ||||||||||||
Debt discount amortized | $ 11,014 | $ 30,000 | 752 | |||||||||||
Convertible Redeemable Note [Member] | Adar Bays, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | May 9, 2017 | |||||||||||||
Principal amount of loan | $ 3,000 | $ 30,000 | 27,000 | $ 27,000 | ||||||||||
Interest rate | 8.00% | |||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 48% applied to the lowest price for fifteen days prior to the actual date of conversion. | |||||||||||||
Accrued interest | $ 1,453 | |||||||||||||
Derivative liability | $ 40,273 | $ 108,800 | ||||||||||||
Converted into shares of common stock | 229,850 | 22,030,353 | ||||||||||||
Loss on change in fair value of derivative | $ 8,331 | $ 32,001 | ||||||||||||
Credit to additional paid in capital | 105,878 | |||||||||||||
Debt discount amortized | 30,000 | $ 13,159 | ||||||||||||
Convertible Redeemable Note [Member] | Eagle Equities, LLC [Member] | ||||||||||||||
Convertible Loans (Textual) | ||||||||||||||
Issued date | May 9, 2017 | |||||||||||||
Principal amount of loan | $ 30,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Description of loan accrued interest | The conversion rate is at a discount of 48% of the lowest trading price for fifteen days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | |||||||||||||
Repaid principal amount | $ 30,000 | |||||||||||||
Accrued interest | 1,459 | |||||||||||||
Remaining debt discount | 13,151 | |||||||||||||
Derivative liability | $ 108,800 | |||||||||||||
Converted into shares of common stock | 16,845,031 | |||||||||||||
Loss on change in fair value of derivative | $ 71,501 | |||||||||||||
Credit to additional paid in capital | 143,634 | |||||||||||||
Debt discount amortized | $ 30,000 | |||||||||||||
[1] | This Note was repaid in full with cash on July 14, 2016. |
Restatement (Details)
Restatement (Details) - USD ($) | Feb. 28, 2017 | May 31, 2016 | May 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable | |||
Inventory | $ 177,551 | 189,823 | |
Total Current Assets | 234,407 | 305,561 | |
Total Assets | 234,907 | 306,061 | |
Accounts payable | |||
Derivative liability | 351,040 | ||
Debt discount | (134,148) | ||
Deferred revenue | |||
Total current liabilities | 94,622 | 464,724 | |
Total liabilities | 94,622 | 464,724 | |
Accumulated deficit | $ (1,427,971) | (221,418) | |
As Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable | 372,622 | ||
Inventory | |||
Total Current Assets | 488,360 | ||
Total Assets | 488,860 | ||
Accounts payable | 319,795 | ||
Derivative liability | |||
Debt discount | |||
Deferred revenue | 507,722 | ||
Total current liabilities | 1,075,348 | ||
Total liabilities | 1,075,348 | ||
Accumulated deficit | (649,241) | ||
Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable | (372,622) | ||
Inventory | 189,823 | ||
Total Current Assets | (182,799) | ||
Total Assets | (182,799) | ||
Accounts payable | (319,795) | ||
Derivative liability | 351,041 | ||
Debt discount | (134,148) | ||
Deferred revenue | (507,722) | ||
Total current liabilities | (610,624) | ||
Total liabilities | (610,624) | ||
Accumulated deficit | $ 427,823 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - USD ($) | Apr. 04, 2017 | Mar. 27, 2017 | Mar. 20, 2017 |
Crown Bridge Partners [Member] | |||
Subsequent Events (Textual) | |||
Convertible promissory note | $ 114,000 | ||
JSJ Investments, Inc. [Member] | |||
Subsequent Events (Textual) | |||
Convertible promissory note | $ 125,000 | ||
Auctus Fund, LLC [Member] | |||
Subsequent Events (Textual) | |||
Convertible promissory note | $ 145,000 |