Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Aug. 31, 2013 | Oct. 22, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Legal Life Plans, Inc. | ' |
Entity Central Index Key | '0000876367 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Aug-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'This amendment is for the sole purpose of filing the XBRL financial report. | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 171,419 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Aug. 31, 2013 | 31-May-13 |
Current assets | ' | ' |
Cash | $0 | $0 |
Due from related party | 7,540 | 7,540 |
Prepaid expenses | 2,000 | 0 |
Total current assets | 9,540 | 7,540 |
Total assets | 9,540 | 7,540 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 182,575 | 155,327 |
Due to related parties | 62,245 | 58,750 |
Obligations for shares to be issued | 194,400 | 194,400 |
Notes payable, including accrued interest of $42,123 and $40,092 as of August 31, 2013 and May 31, 2013, respectively | 142,123 | 140,092 |
Note payable to related party, including accrued interest of $3,411 and $2,655 as of August 31, 2013 and May 31, 2013, respectively | 33,411 | 32,655 |
Total current liabilities and total liabilities | 614,754 | 581,224 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ' | ' |
Common stock, $0.001 par value; 500,000,000 shares authorized, 171,419 shares issued and outstanding | 171 | 171 |
Additional paid-in capital | 3,545,931 | 3,545,931 |
Accumulated deficit | -4,151,316 | -4,119,786 |
Total stockholders' deficit | -605,214 | -573,684 |
Total liabilities and stockholders' deficit | 9,540 | 7,540 |
Series A Preferred Stock | ' | ' |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ' | ' |
Series A Preferred Stock, 200 shares issued and outstanding | $0 | $0 |
Series B Preferred Stock | ' | ' |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ' | ' |
Series B Preferred Stock, 0 shares issued and outstanding | 0 | 0 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | 31-May-13 |
Notes payable, accrued interest | $42,123 | $40,092 |
Note payable to related party, accrued interest | $3,411 | $2,655 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Series A Preferred Stock, shares issued | 200 | 200 |
Series A Preferred Stock, shares outstanding | 200 | 200 |
Series B Preferred Stock, shares issued | 0 | 0 |
Series B Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 171,419 | 171,419 |
Common stock, shares outstanding | 171,419 | 171,419 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue: | $0 | $0 |
Operating expenses: | ' | ' |
Professional fees | 28,770 | 38,095 |
General and administrative | 45 | 4,635 |
Total operating expenses | 28,815 | 42,730 |
Operating loss | -28,815 | -42,730 |
Other income (expenses) | ' | ' |
Interest income | 0 | 1,409 |
Interest expense | -2,715 | -7,511 |
Total other expense | -2,715 | -6,102 |
Net loss before income taxes | -31,530 | -48,832 |
Income tax expense | 0 | 0 |
Net loss | ($31,530) | ($48,832) |
Loss per share: | ' | ' |
Basic and diluted | ($0.18) | ($0.28) |
Basic and diluted weighted average common shares outstanding | 171,419 | 171,419 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($31,530) | ($48,832) |
Adjustments to reconcile change in net loss to net cash used in operating activities | ' | ' |
Prepaid expenses | -2,000 | 0 |
Interest receivable | 0 | -1,409 |
Accounts payable and accrued expenses | 27,248 | 39,770 |
Due to related parties | 3,495 | 6,100 |
Accrued interest on notes payable | 2,787 | 6,736 |
Net cash provided by operating activities | 0 | 2,365 |
Cash flows from investing activities: | ' | ' |
Funding of notes receivable | 0 | -16,000 |
Net cash used in investing activities | 0 | -16,000 |
Cash flows from financing activities: | ' | ' |
Proceeds from notes payable | 0 | 30,000 |
Net cash provided by financing activities | 0 | 30,000 |
Net increase in cash and cash equivalents | 0 | 16,365 |
Cash, beginning of period | 0 | 105 |
Cash, end of period | 0 | 16,470 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $0 | $0 |
NOTE_1_ORGANIZATION_DESCRIPTIO
NOTE 1 ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 3 Months Ended |
Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 1 ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | ' |
NOTE 1 ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | |
Legal Life Plans, Inc. (formerly Nano Dimensions, Inc.) (the Company), was incorporated under the laws of the state of Delaware on August 12, 2004. The Company was organized for the purpose of producing and preserving activated cells for use in cancer treatment primarily through agreements with clinics, hospitals, and physicians. On July 31, 2007, the Company repurchased 56 shares of its common stock with certain Company assets. Following this transaction the Company has entered into shell status with no significant operations. | |
The Company originally was formed as Cancer Therapeutics, Incorporated under the laws of the State of Tennessee on May 1, 1991. On September 7, 2004, the Company reincorporated into the State of Delaware by filing with the state a Certificate of Merger whereby Cancer Therapeutic, Incorporated (Tennessee) merged with and into Cancer Therapeutic, Inc. (Delaware) which was incorporated for this purpose on August 12, 2004. On October 19, 2010 the Company changed its name from Cancer Therapeutic, Inc. to Nano Dimensions, Inc. and on January 6, 2012 to Legal Life Plans, Inc. | |
On November 5, 2010, the Company’s board declared a 1 for 500 reverse stock split, reducing the number of issued shares of common stock from 85,569,477 shares to 171,419 shares. All shares and per share amounts have been adjusted to retroactively reflect this stock split. | |
The accompanying unaudited condensed financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reported in the Annual Report on Form 10-K for the fiscal year ended May 31, 2013, the Company’s stockholders’ deficit was $573,684 and had a working capital deficit, continued losses, and a negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan to address and alleviate these concerns are as follows: | |
The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity. No assurance can be given that funds will be available, or if available, that it will be on terms deemed satisfactory to management. | |
During October 2013, the Board member that served as both the Company's Chief Executive Officer and Chief Financial Officer resigned, effective October 8, 2013. | |
On October 18 2013, the remaining Board members confirmed an investor and consultant, David Luther, as a Board member, to serve as the Company's Chief Executive Officer ("Future CEO"), effective October 18, 2013. The remaining Board members also tendered their resignation as Board members, effective October 19, 2013. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying unaudited condensed financial statements do not include any adjustments relating to recoverability and classification of asset carrying amounts to the amount and classification of liabilities that might result from the outcome of these uncertainties. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basis of Presentation | |
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of the management of the Company, the accompanying unaudited condensed financial statements contain all the adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the three months ended August 31, 2013 are not necessarily indicative of the results that may be expected for the year ending May 31, 2014. | |
Reclassifications | |
Certain reclassifications have been made to the 2012 financial information to conform to the presentation in the current-year. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. | |
Income Taxes | |
Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly. | |
Recent Accounting Pronouncements | |
Certain accounting pronouncements have been issued by FASB which are not effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of those standards is not expected to be material. |
NOTE_3_DUE_FROM_RELATED_PARTY
NOTE 3 DUE FROM RELATED PARTY | 3 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
NOTE 3 DUE FROM RELATED PARTY | ' |
NOTE 3 DUE FROM RELATED PARTY | |
At August 31, 2013 and May 31, 2013, the Company had $7,540 due from a related party, which consisted of expenses paid on the related party’s behalf. |
NOTE_4_PREPAID_EXPENSES
NOTE 4 PREPAID EXPENSES | 3 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
NOTE 4 PREPAID EXPENSES | ' |
NOTE 4 PREPAID EXPENSES | |
At August 31, 2013, the prepaid expenses consisted primarily of prepaid professional fees. |
NOTE_5_ACCOUNTS_PAYABLE_AND_AC
NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | ||||||||
NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||||||
Accounts payable and accrued expenses consist of: | |||||||||
August 31, | May 31, | ||||||||
2013 | 2013 | ||||||||
Professional fees | $ | 60,462 | $ | 33,692 | |||||
Rent | 47,500 | 47,500 | |||||||
Accrued payroll taxes and related expenses | 73,962 | 73,484 | |||||||
Other | 651 | 651 | |||||||
Total accounts payable and accrued expenses | $ | 182,575 | $ | 155,327 |
NOTE_6_DUE_TO_RELATED_PARTIES_
NOTE 6 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS | 3 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 6 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS | ' | ||||||||
NOTE 6 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS | |||||||||
Amounts due to related parties consist of the following: | |||||||||
August 31, | May 31, | ||||||||
2013 | 2013 | ||||||||
Amount due to an accounting firm owned by the former CFO of the Company for unpaid accounting and management services, non-interest bearing, due on demand | $ | 26,000 | $ | 26,000 | |||||
Amounts due to related parties of the Company for certain funds advanced to pay for business development costs that are part of the Company’s business expansion plans, as well as other general and administrative expenses | 36,245 | 32,750 | |||||||
$ | 62,245 | $ | 58,750 | ||||||
For the three-months ended August 31, 2013 and 2012, respectively, accounting, legal and management fees to related parties amounted to $3,495 and $3,000, respectively. |
NOTE_7_OBLIGATIONS_FOR_SHARES_
NOTE 7 OBLIGATIONS FOR SHARES TO BE ISSUED | 3 Months Ended |
Aug. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
NOTE 7 OBLIGATIONS FOR SHARES TO BE ISSUED | ' |
NOTE 7 OBLIGATIONS FOR SHARES TO BE ISSUED | |
During August 2011, the Company entered into a subscription agreement with the Future CEO to purchase 360,000 shares of common stock at $0.50 per share, which generated proceeds of $180,000. The Company has not physically issued the stock certificate representing these shares. | |
During December 2012, the Company entered into a consulting agreement with the same individual for services through March 31, 2013. In exchange, the individual is entitled to 20,000 shares of the Company’s Series A Preferred shares. For the year ended May 31, 2013, 20,000 shares should be issued with a fair value of $14,400, or $0.72 per share. The Company has not physically issued the stock certificate representing these shares as of August 31, 2013. (See Note 10) |
NOTE_8_NOTES_PAYABLE
NOTE 8 NOTES PAYABLE | 3 Months Ended |
Aug. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
NOTE 8 NOTES PAYABLE | ' |
NOTE 8 NOTES PAYABLE | |
Prior to the Company’s reincorporation on September 7, 2004, the Company’s predecessor Cancer Therapeutics Incorporated issued a secured note payable of $50,000 to a bank at 8.25% interest per annum with a maturity date of December 31, 2005. The note is secured by tangible and intangible assets. To date the note is in default and continues to accrue interest at 8.25%. As of August 31, 2013 the note had accrued interest of $26,833. | |
During November 2009, the Company issued an 8% $50,000 unsecured note payable to a corporation with a maturity date of November 3, 2010. To date the note is in default and continues to accrue interest at 8%. As of August 31, 2013 the note had accrued interest of $15,290. | |
Interest expense for both notes for the three-month periods ended August 31, 2013 and 2012 amounted to $2,031 and $2,031, respectively. |
NOTE_9_NOTE_PAYABLE_TO_RELATED
NOTE 9 NOTE PAYABLE TO RELATED PARTY | 3 Months Ended |
Aug. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 9 NOTE PAYABLE TO RELATED PARTY | ' |
NOTE 9 NOTE PAYABLE TO RELATED PARTY | |
During July 2012, the Company issued a 10% $30,000 note payable to the Future CEO above with an original maturity date of August 15, 2012. In September 2013, the maturity date was extended to March 10, 2014 at 10% annum. | |
Accrued interest at August 31, 2013 was $3,411. Interest expense for the three-month periods ended August 31, 2013 and 2012 amounted to $756 and $411, respectively. |
NOTE_10_PREFERRED_STOCK
NOTE 10 PREFERRED STOCK | 3 Months Ended |
Aug. 31, 2013 | |
Equity [Abstract] | ' |
NOTE 10 PREFERRED STOCK | ' |
NOTE 10 PREFERRED STOCK | |
During the year ended May 31, 2010, the Company approved the creation of Series A preferred stock. The Series A preferred shares are entitled to 2,000 post-split votes (1,000,000 pre-split votes) per share but do not have any rights of conversion into shares of common stock. Pursuant to Delaware General Corporate Law, the holder of the preferred stock cannot take any action to benefit him personally as a shareholder without the vote of a majority of the common shareholders. On April 22, 2010 the Company authorized and approved the issuance of 200 shares of Class A Preferred stock to the then Company CEO/CFO in lieu of compensation for one year. These shares are to be returned to the Company and cancelled as part of the acquisition agreement described in Note 12. | |
On March 20, 2012 the Company approved the filing of a certificate of designation with respect to Series B Preferred stock. The Series B Preferred shares are entitled to 1 vote per share but do not have any dividend, distribution, or rights of conversion into common stock. | |
On December 10, 2012, the Company entered into a consulting agreement with the Future CEO to assist with the reverse capitalization of the Company with Legal Life Plans, Inc. of Utah. In exchange for these services, 20,000 shares of the Company’s Series A Preferred shares will be issued. For the year ended May 31, 2013, 20,000 shares should be issued, with a fair value of $14,400, or $0.72 per share. These shares have not yet been issued as of August 31, 2013. |
NOTE_11_WARRANTS
NOTE 11 WARRANTS | 3 Months Ended | ||||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||||
Temporary Equity Disclosure [Abstract] | ' | ||||||||||||||||||
NOTE 11 WARRANTS | ' | ||||||||||||||||||
NOTE 11 WARRANTS | |||||||||||||||||||
On May 1, 2009 the Company issued 36,850 stock warrants (18,425,000 pre-split stock warrants) as part of the conversion agreements with certain debt holders of the Company. The warrants entitle the holder to purchase common stock of the Company at an exercise price of $50.00 per share (pre-split exercise price of $0.10 per share). The warrants expire 5 years from the date of issuance. | |||||||||||||||||||
The following table summarizes the changes in warrants outstanding for the year ended May 31, 2013 and the three months ended August 31, 2013 (as retroactively adjusted for the 1 for 500 reverse stock split on November 5, 2010): | |||||||||||||||||||
Number of | Weighted | ||||||||||||||||||
Shares | Average | ||||||||||||||||||
Exercise Price | |||||||||||||||||||
Outstanding as of May 31, 2012 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercised | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of May 31, 2013 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercised | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of August 31, 2013 | 35,670 | $ | 50 | ||||||||||||||||
Common stock warrants outstanding and exercisable as of August 31, 2013 are: | |||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||
Expiration Date | Exercise Price | Number of shares | Weighted Average | Number | Weighted Average | ||||||||||||||
Outstanding | Contractual Life (Years) | Exercisable | Exercise Price | ||||||||||||||||
1-May-14 | $ | 50 | 35,670 | 0.66 | 35,670 | $ | 50 |
NOTE_12_COMMITMENTS_AND_CONTIN
NOTE 12 COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Aug. 31, 2013 | |
Commitments and contingencies | ' |
NOTE 12 COMMITMENTS AND CONTINGENCIES | ' |
NOTE 12 COMMITMENTS AND CONTINGENCIES | |
Rental Agreement | |
On June 1, 2009 the Company executed a sublease agreement with an unrelated party to sublease office space located in South Jordan, Utah. The sublease had a term from June 1, 2009 – March 31, 2011 and provides for monthly base rent of $1,500. The lease continued on a month to month basis until October 2012. For the three-month periods ended August 31, 2013 and 2012, rent expense was $0 and $4,500, respectively. | |
Effective November 2012, the Company relocated to shared office space of the Company’s then director, located in Boca Raton, Florida. | |
Litigation | |
In February 2010 the Company received $150,000 cash from an investor pursuant to the Company’s prospective sale of 7,600 post-split shares (3,800,000 pre-split shares) of its common stock at a $19.50 post-split price ($0.039 pre-split price) per share. Subsequently, the investor refused to sign the subscription agreement and in July 2010, served a complaint against the Company and Company counsel in U.S. Federal Court seeking recovery of the $150,000 and additional damages. | |
On April 20, 2011 the Company and Company counsel executed a settlement agreement with the investor. The settlement agreement obligated the Company and Company counsel to pay a total of $170,000 to the investor. The settlement amounts were paid in full on February 22, 2012, and the complaint was dismissed with prejudice. | |
In June 2013, a former consultant/President of the Company named the Company in a Civil Action in the United States District Court for the District of Colorado, alleging, among other things, wrongful termination by the Company. The former consultant/President claims unpaid compensation of $104,000 and 5,000,000 shares of stock. | |
During 2013, the former consultant/President also filed a complaint with the Occupational Safety and Health Administration (OSHA), asserting wrongful termination by the Company’s CEO due to the former consultant/President’s investigation and notification to the Company’s Board about alleged unauthorized sales of securities. | |
Management is vigorously defending the claims and believes they are without merit. These actions are in the early stages, and the outcomes are not determinable at this time. | |
Taxes | |
During 2013, the current Company management became aware that previous management had not filed certain Company payroll and income tax returns and forms. Current management is taking steps to remediate these filing deficiencies. | |
Acquisition Agreement | |
On March 20, 2012 the Company entered into an agreement to acquire all of the outstanding shares of Legal Life Plans, Inc., a Utah corporation (LLP Utah) in exchange for 1,000,000 shares of Series A Preferred stock, 18,000,000 shares of Series B Preferred stock, and 91,000,000 shares of common stock of the Company. The stock purchase agreement also provides for the Company to pay $180,000 to the Future CEO at closing in exchange for the individual’s surrender of the 360,000 shares of the Company’s common stock subscribed to pursuant to the August 2011 subscription agreement. The consummation of the acquisition is subject to the satisfaction of certain conditions precedent by the parties. As of August 31, 2013, consummation of the reverse merger agreement was not completed and no shares have been issued to date. | |
On October 21, 2013, the Company received a letter from LLP Utah’s Board of Directors stating that they are cancelling the Stock Purchase agreement under terms allowed for under the agreement. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of the management of the Company, the accompanying unaudited condensed financial statements contain all the adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the three months ended August 31, 2013 are not necessarily indicative of the results that may be expected for the year ending May 31, 2014. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to the 2012 financial information to conform to the presentation in the current-year. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Certain accounting pronouncements have been issued by FASB which are not effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of those standards is not expected to be material. |
NOTE_5_ACCOUNTS_PAYABLE_AND_AC1
NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts payable and accrued expenses | ' | ||||||||
August 31, | May 31, | ||||||||
2013 | 2013 | ||||||||
Professional fees | $ | 60,462 | $ | 33,692 | |||||
Rent | 47,500 | 47,500 | |||||||
Accrued payroll taxes and related expenses | 73,962 | 73,484 | |||||||
Other | 651 | 651 | |||||||
Total accounts payable and accrued expenses | $ | 182,575 | $ | 155,327 |
NOTE_6_DUE_TO_RELATED_PARTIES_1
NOTE 6 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Schedule of amounts due to related parties | ' | ||||||||
August 31, | May 31, | ||||||||
2013 | 2013 | ||||||||
Amount due to an accounting firm owned by the former CFO of the Company for unpaid accounting and management services, non-interest bearing, due on demand | $ | 26,000 | $ | 26,000 | |||||
Amounts due to related parties of the Company for certain funds advanced to pay for business development costs that are part of the Company’s business expansion plans, as well as other general and administrative expenses | 36,245 | 32,750 | |||||||
$ | 62,245 | $ | 58,750 |
NOTE_11_WARRANTS_Tables
NOTE 11 WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||||
Temporary Equity Disclosure [Abstract] | ' | ||||||||||||||||||
Summary of the changes in warrants outstanding | ' | ||||||||||||||||||
Number of | Weighted | ||||||||||||||||||
Shares | Average | ||||||||||||||||||
Exercise Price | |||||||||||||||||||
Outstanding as of May 31, 2012 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercised | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of May 31, 2013 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercised | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of August 31, 2013 | 35,670 | $ | 50 | ||||||||||||||||
Common stock warrants outstanding and exercisable | ' | ||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||
Expiration Date | Exercise Price | Number of shares | Weighted Average | Number | Weighted Average | ||||||||||||||
Outstanding | Contractual Life (Years) | Exercisable | Exercise Price | ||||||||||||||||
1-May-14 | $ | 50 | 35,670 | 0.66 | 35,670 | $ | 50 |
NOTE_5_ACCOUNTS_PAYABLE_AND_AC2
NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts payable and accrued expenses (Details) (USD $) | Aug. 31, 2013 | 31-May-13 |
Payables and Accruals [Abstract] | ' | ' |
Professional fees | $60,462 | $33,692 |
Rent | 47,500 | 47,500 |
Accrued payroll taxes and related expenses | 73,962 | 73,484 |
Other | 651 | 651 |
Total accounts payable and accrued expenses | $182,575 | $155,327 |
NOTE_6_DUE_TO_RELATED_PARTIES_2
NOTE 6 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS - Schedule of amounts due to related parties (Details) (USD $) | Aug. 31, 2013 | 31-May-13 |
Notes to Financial Statements | ' | ' |
Amount due to an accounting firm owned by the former CFO of the Company for unpaid accounting and management services, non-interest bearing, due on demand | $26,000 | $26,000 |
Amounts due to related parties of the Company for certain funds advanced to pay for business development costs that are part of the Companybs business expansion plans, as well as other general and administrative expenses | 36,245 | 32,750 |
Amount due to related parties | $62,245 | $58,750 |
NOTE_11_WARRANTS_Summary_of_th
NOTE 11 WARRANTS - Summary of the changes in warrants outstanding (Details) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | 31-May-12 | |
Temporary Equity Disclosure [Abstract] | ' | ' |
Outstanding, shares | 35,670 | 35,670 |
Outstanding, weighted average exercise price | $50 | ' |
Granted, shares | 0 | ' |
Granted, weighted average exercise price | $0 | ' |
Exercise, shares | 0 | ' |
Exercise, weighted average exercise price | $0 | ' |
Cancelled, shares | 0 | ' |
Cancelled, weighted average exercise price | $0 | ' |
NOTE_11_WARRANTS_Common_stock_
NOTE 11 WARRANTS - Common stock warrants outstanding and exercisable (Details) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | 31-May-12 | |
Temporary Equity Disclosure [Abstract] | ' | ' |
Warrants Outstanding - Exercise Price | $50 | ' |
Warrants Outstanding - Number of Shares Outstanding | 35,670 | 35,670 |
Warrants Outstanding - Weighted Average Contractual Life (Years) | '5 years | ' |
Warrants Exercisable - Number Exercisable | 35,670 | ' |
Warrants Exercisable - Weighted Average Exercise Price | $50 | ' |
Expiration Date | '2014-05-01 | ' |
NOTE_1_ORGANIZATION_DESCRIPTIO1
NOTE 1 ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) (USD $) | 12 Months Ended | |||||
31-May-11 | Aug. 31, 2013 | 31-May-13 | Nov. 06, 2010 | Nov. 05, 2010 | Jul. 31, 2007 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' |
Shares Repurchased | ' | 56 | ' | ' | ' | ' |
Reverse Split Conversion Ratio | 0.002 | ' | ' | ' | ' | ' |
Beginning Common Stock | ' | ' | ' | ' | 171,419 | 85,569,477 |
Stockholder's Equity | ' | ($605,214) | ($573,684) | ($573,684) | ' | ' |
NOTE_3_DUE_FROM_RELATED_PARTY_
NOTE 3 DUE FROM RELATED PARTY (Details Narrative) (USD $) | Aug. 31, 2013 | 31-May-13 |
Related Party Transactions [Abstract] | ' | ' |
Due from related party | $7,540 | $7,540 |
NOTE_6_DUE_TO_RELATED_PARTIES_3
NOTE 6 DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Expenses related parties | $3,495 | $3,000 |
NOTE_7_OBLIGATIONS_FOR_SHARES_1
NOTE 7 OBLIGATIONS FOR SHARES TO BE ISSUED (Details Narrative) (USD $) | 31-May-13 | Dec. 10, 2012 | Aug. 31, 2011 |
Other Liabilities Disclosure [Abstract] | ' | ' | ' |
Common Stock Shares Subscribed | ' | ' | 360,000 |
Value Per Share | ' | ' | $0.50 |
Common Stock Subscription Value | ' | ' | $180,000 |
Number of shares reserved | ' | 20,000 | ' |
Series A Preferred Shares, fair value | $14,400 | ' | ' |
Series A Preferred Shares, value per share | $0.72 | ' | ' |
NOTE_8_NOTES_PAYABLE_Details_N
NOTE 8 NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | |||||||||
Aug. 31, 2013 | Aug. 31, 2012 | Mar. 10, 2014 | 31-May-13 | Jul. 31, 2012 | Sep. 06, 2004 | Aug. 31, 2013 | Aug. 31, 2013 | Nov. 30, 2009 | Aug. 31, 2013 | Aug. 31, 2013 | |
Secured note payable | Secured note payable | Unsecured note payable | Unsecured note payable | Secured and Unsecured note payable | Secured and Unsecured note payable | ||||||
Secured note payable | ' | ' | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' |
Interest rate, note payable | ' | ' | 10.00% | ' | 10.00% | 8.25% | ' | ' | 8.00% | ' | ' |
Note payable | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Acrued interest, note payable | 73,962 | ' | ' | 73,484 | ' | ' | 25,802 | 14,290 | ' | ' | ' |
Interest expense | ($2,715) | ($7,511) | ' | ' | ' | ' | ' | ' | ' | $8,125 | $8,125 |
NOTE_9_NOTE_PAYABLE_TO_RELATED1
NOTE 9 NOTE PAYABLE TO RELATED PARTY (Details Narrative) (USD $) | 3 Months Ended | ||||
Aug. 31, 2013 | Aug. 31, 2012 | Mar. 10, 2014 | 31-May-13 | Jul. 31, 2012 | |
Interest rate, related party note | ' | ' | 10.00% | ' | 10.00% |
Note payable to related party | ' | ' | $30,000 | ' | ' |
Accrued interest on related party note | 73,962 | ' | ' | 73,484 | ' |
Interest Expense | -2,715 | -7,511 | ' | ' | ' |
Note payable to investor | ' | ' | ' | ' | ' |
Accrued interest on related party note | 3,411 | ' | ' | ' | ' |
Interest Expense | $756 | $411 | ' | ' | ' |
NOTE_10_PREFERRED_STOCK_Detail
NOTE 10 PREFERRED STOCK (Details Narrative) (USD $) | 12 Months Ended | ||
31-May-13 | 31-May-10 | Dec. 10, 2012 | |
Series A preferred stock voting rights | 'The series A preferred shares are entitled to 2,000 post-split votes (1,000,000 pre-split votes) per share but do not have any rights of conversion into shares of common stock. | ' | ' |
Series A preferred stock issued in lieu of compensation | ' | 200 | ' |
Series B preferred stock voting rights | 'The series B preferred shares are entitled to 1 vote per share but do not have any dividend, distribution, liquidation, or rights of conversion into common stock. | ' | ' |
Number of shares reserved | ' | ' | 20,000 |
Series A preferred stock value | $14,400 | ' | ' |
Series A preferred stock value per share | $0.72 | ' | ' |
Series A Preferred shares allocated for a consultant | ' | ' | ' |
Number of shares reserved | ' | ' | 20,000 |
NOTE_11_WARRANTS_Details_Narra
NOTE 11 WARRANTS (Details Narrative) (USD $) | 12 Months Ended | |
31-May-11 | 31-May-09 | |
Class of warrant or right | ||
Warrants issued, post-split | ' | 36,850 |
Warrants issued, pre-split | ' | 18,425,000 |
Exercise price, warrants, post-split | ' | $50 |
Exercise price, warrants, pre-split | ' | $0.10 |
Contractual life (in years) | ' | '5 years |
Reverse stock split conversion ratio | 0.002 | ' |
NOTE_12_COMMITMENTS_AND_CONTIN1
NOTE 12 COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||
Aug. 31, 2013 | Aug. 31, 2012 | 31-May-12 | Feb. 28, 2010 | Apr. 30, 2011 | |
February 2010 prospective stock and sale agreement | February 2010 prospective stock and sale agreement | ||||
Monthly base rent | $1,500 | ' | ' | ' | ' |
Rent expense | 0 | 4,500 | ' | ' | ' |
Series A preferred shares issued in acquisition of subsidiary | ' | ' | 1,000,000 | ' | ' |
Series B preferred shares issued in acquisition of subsidiary | ' | ' | 18,000,000 | ' | ' |
Common shares issued in acquisition of subsidiary | ' | ' | 91,000,000 | ' | ' |
Terms of stock purchase agreement | 'The stock purchase agreement also provides for the Company to pay $180,000 to the Future CEO at closing in exchange for the individualBs surrender of the 360,000 shares of the CompanyBs common stock subscribed to pursuant to the August 2011 subscription agreement. The consummation of the acquisition is subject to the satisfaction of certain conditions precedent by the parties. As of August 31, 2013, consummation of the reverse merger agreement was not completed and no shares have been issued to date. | ' | ' | ' | ' |
Proceeds from prospective investor | ' | ' | ' | 150,000 | ' |
Prospective common shares for sale | ' | ' | ' | 7,600 | ' |
Share price | ' | ' | ' | $19.50 | ' |
Settlement obligation | ' | ' | ' | ' | $170,000 |