Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
31-May-13 | Sep. 13, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Legal Life Plans, Inc. | ' |
Entity Central Index Key | '0000876367 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-May-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 Public Float | ' | $171,419 |
Entity Common Stock, Shares Outstanding | ' | 171,419 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2012 | ' |
Balance_Sheets
Balance Sheets (USD $) | 31-May-13 | 31-May-12 |
Current assets | ' | ' |
Cash | $0 | $105 |
Due from related party | 7,540 | 0 |
Total current assets | 7,540 | 105 |
Other assets | ' | ' |
Notes receivable | 0 | 53,900 |
Interest receivable | 0 | 10,168 |
Total other assets | 0 | 64,068 |
Total assets | 7,540 | 64,173 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 155,327 | 189,597 |
Due to related parties | 58,750 | 41,200 |
Obligations for shares to be issued | 194,400 | 180,000 |
Notes payable, including accrued interest of $40,092 and $31,967 as of May 31, 2013 and 2012, respectively | 140,092 | 131,967 |
Note payable to related party, including accrued interest of $2,655 and $0 as of May 31, 2013 and 2012, respectively | 32,655 | 0 |
Total current liabilities and total liabilities | 581,224 | 542,764 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ' | ' |
Common stock, $0.001 par value; 500,000,000 shares authorized, 171,419 and 171,419 shares issued and outstanding, respectively | 171 | 171 |
Additional paid-in capital | 3,545,931 | 3,545,931 |
Accumulated deficit | -4,119,786 | -4,024,693 |
Total stockholders' deficit | -573,684 | -478,591 |
Total liabilities and stockholders' deficit | 7,540 | 64,173 |
Series A Preferred Stock | ' | ' |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ' | ' |
Series A Preferred Stock, 200 and 200 shares issued and outstanding, respectively | 0 | 0 |
Series B Preferred Stock | ' | ' |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ' | ' |
Series B Preferred Stock, 0 and 0 shares issued and outstanding, respectively | $0 | $0 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | 31-May-13 | 31-May-12 |
Notes payable, accrued interest | $40,092 | $31,967 |
Note payable to related party, accrued interest | $2,655 | $0 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
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 |
Series A Preferred Stock | ' | ' |
Series A Preferred Stock, shares issued | 200 | 200 |
Series A Preferred Stock, shares outstanding | 200 | 200 |
Series B Preferred Stock | ' | ' |
Series B Preferred Stock, shares issued | 0 | 0 |
Series B Preferred Stock, shares outstanding | 0 | 0 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Income Statement [Abstract] | ' | ' |
Revenue: | $0 | $0 |
Operating expenses: | ' | ' |
Professional fees | 61,173 | 62,114 |
General and administrative | 22,385 | 24,250 |
Total operating expenses | 83,558 | 86,364 |
Operating loss | -83,558 | -86,364 |
Other income (expenses) | ' | ' |
Interest income | 1,410 | 4,540 |
Interest expense | -12,945 | -10,220 |
Total other (expense) | -11,535 | -5,680 |
Net loss before income taxes | -95,093 | -92,044 |
Income tax expense | 0 | 0 |
Net loss | ($95,093) | ($92,044) |
(Loss) per share: | ' | ' |
Basic and diluted | ($0.55) | ($0.54) |
Basic and diluted weighted average common shares outstanding | 171,419 | 171,419 |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Deficit (USD $) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, value at May. 31, 2010 | $0 | $0 | $171 | $3,545,931 | ($3,739,582) | ($193,480) |
Beginning balance, shares at May. 31, 2010 | 200 | 0 | 171,419 | ' | ' | ' |
Restatement adjustments | 0 | 0 | 0 | 0 | -193,067 | ' |
Ending balance, value at May. 31, 2011 | 0 | 0 | 171 | 3,545,931 | -3,932,649 | -386,547 |
Ending balance, shares at May. 31, 2011 | 200 | 0 | 171,419 | ' | ' | ' |
Net loss | 0 | 0 | 0 | 0 | -92,044 | -92,044 |
Ending balance, value at May. 31, 2012 | 0 | 0 | 171 | 3,545,931 | -4,024,693 | -478,591 |
Ending balance, shares at May. 31, 2012 | 200 | 0 | 171,419 | ' | ' | ' |
Net loss | 0 | 0 | 0 | 0 | -95,093 | -95,093 |
Ending balance, value at May. 31, 2013 | $0 | $0 | $171 | $3,545,931 | ($4,119,786) | ($573,684) |
Ending balance, shares at May. 31, 2013 | 200 | 0 | 171,419 | ' | ' | ' |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($95,093) | ($92,044) |
Adjustments to reconcile net loss to net cash used inoperating activities | ' | ' |
Due from related party | -7,540 | 0 |
Interest receivable | -1,409 | -4,540 |
Accounts payable and accrued expenses | 38,007 | 56,387 |
Obligation for shares to be issued | 14,400 | 125,000 |
Due to related party | 17,550 | 18,700 |
Accrued interest on notes payable | 10,780 | 8,125 |
Net cash (provided by) used in operating activities | -23,305 | -8,372 |
Cash flows from investing activities: | ' | ' |
Funding of notes receivable | -16,000 | 0 |
Collection of notes receivable | 9,200 | 3,600 |
Net cash provided by (used in) investing activities | -6,800 | 3,600 |
Cash flows from financing activities: | ' | ' |
Proceeds from notes payable | 30,000 | 0 |
Net cash provided by financing activities | 30,000 | 0 |
Net decrease in cash and cash equivalents | -105 | -4,772 |
Cash and cash equivalents, beginning of year | 105 | 4,877 |
Cash and cash equivalents, end of year | 0 | 105 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash operating and investing activities: | ' | ' |
Settlement of notes receivable and related accrued interest through extinguishment of liabilities (net set-off) | 72,277 | 0 |
Satisfaction of settlement agreement (recorded as a reduction of other accrued expenses payable) through direct payments to plaintiff from funds provided by the obligation of shares to be issued | $0 | $120,000 |
NOTE_1_ORGANIZATION_DESCRIPTIO
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
31-May-13 | |
Accounting Policies [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 financial statements have been prepared on a going concern basis. The Company has incurred net losses of approximately $99,000 during the year ended May 31, 2013. The Company’s ability to continue as going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Currently, management has decided to temporarily put on hold the reverse merger agreement, pending further review. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
31-May-13 | |
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. | |
Correction of 2012 Annual Financial Statements | |
The financial statements for the year ended May 31, 2012 have been restated to reflect approximately $191,000 of indebtedness that was erroneously accounted for as extinguishment during the year ended May 31, 2011. This correction resulted in (i) an increase to the May 31, 2011 accumulated deficit in the amount of approximately $193,000, (ii) an increase to the 2012 net loss in the amount of approximately $10,000, and (iii) an increase in the net loss per share of $0.06 per share. | |
Reclassifications | |
Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current-year financial statements. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid temporary cash investment with an original maturity of three months or less when purchased, to be cash equivalents. | |
Basic and Diluted Net Loss per Common Share | |
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). The number of shares underlying outstanding options and warrants was 35,670 at May 31, 2013 and 2012. | |
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 bases. 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 | 12 Months Ended |
31-May-13 | |
Related Party Transactions [Abstract] | ' |
NOTE 3 - DUE FROM RELATED PARTY | ' |
NOTE 3 DUE FROM RELATED PARTY | |
On 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_NOTES_RECEIVABLE
NOTE 4 - NOTES RECEIVABLE | 12 Months Ended |
31-May-13 | |
Receivables [Abstract] | ' |
NOTE 4 - NOTES RECEIVABLE | ' |
NOTE 4 NOTES RECEIVABLE | |
During April 2010, the Company received a note receivable of $61,000 from an individual who assists the Company at times with legal matters. The note accrued interest at 8% annum and was due on demand. During the year ended May 31, 2013, the Company received an additional $16,000 note receivable with identical terms. The notes receivable and accrued interest were settled via offset of the Company’s accounts payable to the individual. |
NOTE_5_ACCOUNTS_PAYABLE_AND_AC
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended | ||||||||
31-May-13 | |||||||||
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: | |||||||||
May 31, | May 31, | ||||||||
2013 | 2012 | ||||||||
Professional fees | $ | 33,692 | $ | 71,720 | |||||
Rent | 47,500 | 40,000 | |||||||
Accrued payroll taxes and related expenses | 73,485 | 71,320 | |||||||
Other | 16,400 | 18,013 | |||||||
Total accounts payable and accrued expenses | $ | 171,077 | $ | 201,053 |
NOTE_6_DUE_TO_RELATED_PARTY_AN
NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | ' | ||||||||
NOTE 6 DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | |||||||||
Amounts due to related parties consist of the following: | |||||||||
May 31, | May 31, | ||||||||
2013 | 2012 | ||||||||
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 | $ | 24,000 | |||||
Amount 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 | 32,750 | 17,200 | |||||||
$ | 58,750 | $ | 41,200 | ||||||
For the year ended May 31, 2013 and 2012, respectively, accounting, legal and management fees expensed related to the related party amounted to $25,500 and $23,450, respectively. |
NOTE_7_OBLIGATIONS_FOR_SHARES_
NOTE 7 - OBLIGATIONS FOR SHARES TO BE ISSUED | 12 Months Ended |
31-May-13 | |
Accounting Policies [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 an individual 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. (See Note 10) |
NOTE_8_NOTES_PAYABLE
NOTE 8 - NOTES PAYABLE | 12 Months Ended |
31-May-13 | |
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% 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 May 31, 2013 the note had accrued interest of $25,802. | |
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 accrued interest at 8%. As of May 31, 2013 the note had accrued interest of $14,290. | |
Interest expense for both notes for the year ended May 31, 2013 and 2012 amounted to $8,125 and $8,125, respectively. |
NOTE_9_NOTE_PAYABLE_TO_RELATED
NOTE 9 - NOTE PAYABLE TO RELATED PARTY | 12 Months Ended |
31-May-13 | |
Debt Disclosure [Abstract] | ' |
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 individual identified in Note 7 above with an original maturity date of August 15, 2012. In September 2013, the Company extended the maturity date to March 10, 2014 at 10% annum. | |
Accrued interest at May 31, 2013 was $2,655. Interest expense for the year ended May 31, 2013 amounted to $2,655. |
NOTE_10_PREFERRED_STOCK
NOTE 10 - PREFERRED STOCK | 12 Months Ended |
31-May-13 | |
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 13. | |
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 individual identified in Note 7 who is 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 remain unissued. |
NOTE_11_WARRANTS
NOTE 11 - WARRANTS | 12 Months Ended | ||||||||||||||||||
31-May-13 | |||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties [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 2012 (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, 2011 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercise | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of May 31, 2012 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercise | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of May 31, 2013 | 35,670 | $ | 50 | ||||||||||||||||
Common stock warrants outstanding and exercisable as of May 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 | 5 | 35,670 | $ | 50 |
NOTE_12_INCOME_TAXES
NOTE 12 - INCOME TAXES | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
NOTE 12 - INCOME TAXES | ' | ||||||||
NOTE 12 INCOME TAXES | |||||||||
The components of the deferred tax assets are as follows: | |||||||||
May 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryovers | $ | 113,765 | $ | 84,152 | |||||
Valuation allowance | (113,765 | ) | (84,152 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
The reconciliation of the provision for income taxes for the years ended May 31, 2013 and 2012, and the amount computed by applying the federal income tax rate to net loss is as follows: | |||||||||
May 31, | |||||||||
2013 | 2012 | ||||||||
Tax provision (benefit) at statutory rate | $ | (32,332 | ) | $ | (31,295 | ) | |||
State taxes, net of federal expense | (3,45 | ) | (3,341 | ) | |||||
Change in valuation allowance | 29.612 | (13,154 | ) | ||||||
Permanent differences | 753 | 753 | |||||||
Temporary differences | 5,419 | 47,037 | |||||||
Effective income tax | $ | — | $ | — | |||||
At May 31, 2013, the Company had available net operating loss carryovers of approximately $300,000 that may be applied against future taxable income and starts to expire in 2028, subject to certain limitations. |
NOTE_13_COMMITMENTS_AND_CONTIN
NOTE 13 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
31-May-13 | |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 13 - COMMITMENTS AND CONTINGENCIES | ' |
NOTE 13 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 year ended May 31, 2013 and 2012, rent expense was $7,500 and $18,000, respectively. | |
Effective November 2012, the Company relocated to shared office space of the Company’s CEO, 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-slit 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 has been 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 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 individual described in Notes 7, 9, and 10 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 May 31, 2013, consummation of the reverse merger agreement was not completed and no shares have been issued to date. Both parties are reviewing the transaction to ensure it will meet both of their long-term goals. | |
The individual described in Notes 7, 9 and 10 is a shareholder in LLP Utah. |
NOTE_14_RESTATEMENT_OF_PREVIOU
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended | |||||||||||||
31-May-13 | ||||||||||||||
Equity [Abstract] | ' | |||||||||||||
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ' | |||||||||||||
NOTE 14 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||||||||||||||
The Company has restated its financial statements at May 31, 2012 and for the year then ended (which were previously included in the Company’s Form 10-K filed with the SEC on September 13, 2012) in order to, among other things, reverse the gain on extinguishment of debt of $191,955 recognized at May 31, 2011 and to restore liabilities relating to (1) amounts withheld from independent contractors’ compensation in the years ended May 31, 2004, 2005, 2006 and 2007 and accrued related employer payroll taxes, interest, and penalties ($70,144 total at May 31, 2011), (2) predecessor note payable to bank ($50,000) and accrued interest ($16,521 at May 31, 2011), and (3) note payable to entity issued in November 2009 ($50,000) and accrued interest ($5,290 at May 31, 2011). These liabilities were erroneously adjusted to $0 at May 31, 2011 before the necessary criteria for such adjustment was met. | ||||||||||||||
The effect of the restatement adjustments on the balance sheet at May 31, 2012 follows: | ||||||||||||||
As Previously Reported | Restatement Adjustments | As Restated | ||||||||||||
Total assets | $ | 64,173 | $ | — | $ | 64,173 | ||||||||
Accounts payable and accrued expenses | $ | (A) 117,626 | $ | -1 | 70,144 | $ | 189,597 | |||||||
-2 | -919 | |||||||||||||
-3 | 651 | |||||||||||||
-5 | 2,095 | |||||||||||||
Due to related parties | 24,000 | -3 | 17,200 | 41,200 | ||||||||||
Obligations for shares to be issued | — | -3 | 180,000 | 180,000 | ||||||||||
Notes payable and accrued interest | (A) 209,307 | -1 | 121,811 | 131,967 | ||||||||||
-2 | 2,031 | |||||||||||||
-3 | -197,851 | |||||||||||||
-4 | -11,456 | |||||||||||||
-5 | 8,125 | |||||||||||||
Total correct liabilities and total liabilities | 350,933 | 191,831 | 542,764 | |||||||||||
Common stock | 171 | — | 171 | |||||||||||
Additional paid-in capital | 3,545,931 | — | 3,545,931 | |||||||||||
Accumulated deficit | (3,832,862 | ) | -1 | -191,955 | (4,024,693 | ) | ||||||||
-2 | -1,112 | |||||||||||||
-4 | 11,456 | |||||||||||||
-5 | -10,220 | |||||||||||||
Total stockholders’ deficit | (286,760 | ) | (191,831 | ) | (478,591 | ) | ||||||||
Total liabilities and stockholders’ deficit | $ | 64,173 | $ | — | $ | 64,173 | ||||||||
(A) | Reflects reclassification of $12,107 accrued interest on notes payable from accounts payable and accrued expenses to notes payable and accrued interest to conform with current year presentation. | |||||||||||||
The effect of the restatement adjustments on the statement of operations for the year ended May 31, 2012 follows: | ||||||||||||||
As previously reported | Restatement Adjustments | As Restated | ||||||||||||
Net revenues | $ | — | $ | — | $ | — | ||||||||
Operating expenses: | ||||||||||||||
Professional fees | 62,114 | — | 62,114 | |||||||||||
General and administrative | 24,250 | — | 24,250 | |||||||||||
Total operating expenses | 86,364 | — | 86,364 | |||||||||||
Operating loss | (86,364 | ) | — | (86,364 | ) | |||||||||
Other income (expense) | ||||||||||||||
Interest income | 4,540 | — | 4,540 | |||||||||||
Interest expense | (11,456 | ) | (4) 11,456 | (10,220 | ) | |||||||||
(5) (10,220) | ||||||||||||||
Total other income (expense) | (6,916 | ) | 1,236 | (5,680 | ) | |||||||||
Net loss before income taxes | (93,280 | ) | 1,236 | (92,044 | ) | |||||||||
Income tax expense | — | — | — | |||||||||||
Net loss | $ | (93,280 | ) | $ | 1,236 | $ | (92,044 | ) | ||||||
Loss per share-basic and diluted | $ | (0.54 | ) | $ | — | $ | (0.54 | ) | ||||||
Restatement Adjustments | ||||||||||||||
-1 | To reverse the $191,955 gain on extinguishment of debt recognized at May 31, 2011 and to restore related debt as described above. | |||||||||||||
-2 | To accrue $1,112 additional expense at May 31, 2011. | |||||||||||||
-3 | To reclassify $197,200 notes payable to an individual at May 31, 2012 to obligations for shares to be issued ($180,000) and due to related parties ($17,200) to conform with current year presentation. The first $180,000 of proceeds provided by the individual has been considered to be in satisfaction of the August 2011 subscription agreement (see Note 7), rather than for notes payable of the Company. | |||||||||||||
-4 | To reverse interest expense accrued on the notes payable to an individual for the year ended May 31, 2012 (see (3) above). | |||||||||||||
-5 | To accrue interest expense on the liabilities restored (see (1) above) for the year ended May 31, 2012. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
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. | ||
Correction of 2012 Annual Financial Statements | ' | ' |
Correction of 2012 Annual Financial Statements | The Company has restated its financial statements at May 31, 2012 and for the year then ended (which were previously included in the Company’s Form 10-K filed with the SEC on September 13, 2012) in order to, among other things, reverse the gain on extinguishment of debt of $191,955 recognized at May 31, 2011 and to restore liabilities relating to (1) amounts withheld from independent contractors’ compensation in the years ended May 31, 2004, 2005, 2006 and 2007 and accrued related employer payroll taxes, interest, and penalties ($70,144 total at May 31, 2011), (2) predecessor note payable to bank ($50,000) and accrued interest ($16,521 at May 31, 2011), and (3) note payable to entity issued in November 2009 ($50,000) and accrued interest ($5,290 at May 31, 2011). These liabilities were erroneously adjusted to $0 at May 31, 2011 before the necessary criteria for such adjustment was met. | |
The financial statements for the year ended May 31, 2012 have been restated to reflect approximately $191,000 of indebtedness that was erroneously accounted for as extinguishment during the year ended May 31, 2011. This correction resulted in (i) an increase to the May 31, 2011 accumulated deficit in the amount of approximately $193,000, (ii) an increase to the 2012 net loss in the amount of approximately $10,000, and (iii) an increase in the net loss per share of $0.06 per share. | ||
Reclassifications | ' | ' |
Reclassifications | ||
Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current-year financial statements. | ||
Cash and Cash Equivalents | ' | ' |
Cash and Cash Equivalents | ||
The Company considers all highly liquid temporary cash investment with an original maturity of three months or less when purchased, to be cash equivalents. | ||
Basic and Diluted Net Loss per Common Share | ' | ' |
Basic and Diluted Net Loss per Common Share | ||
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). The number of shares underlying outstanding options and warrants was 35,670 at May 31, 2013 and 2012. | ||
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 bases. 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) | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accounts payable and accrued expenses | ' | ||||||||
May 31, | May 31, | ||||||||
2013 | 2012 | ||||||||
Professional fees | $ | 33,692 | $ | 71,720 | |||||
Rent | 47,500 | 40,000 | |||||||
Accrued payroll taxes and related expenses | 73,485 | 71,320 | |||||||
Other | 16,400 | 18,013 | |||||||
Total accounts payable and accrued expenses | $ | 171,077 | $ | 201,053 |
NOTE_6_DUE_TO_RELATED_PARTY_AN1
NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Schedule of related party transactions | ' | ||||||||
May 31, | May 31, | ||||||||
2013 | 2012 | ||||||||
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 | $ | 24,000 | |||||
Amount 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 | 32,750 | 17,200 | |||||||
$ | 58,750 | $ | 41,200 |
NOTE_11_WARRANTS_Tables
NOTE 11 - WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||||
31-May-13 | |||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties [Abstract] | ' | ||||||||||||||||||
Schedule of the changes in warrants outstanding | ' | ||||||||||||||||||
Number of | Weighted | ||||||||||||||||||
Shares | Average | ||||||||||||||||||
Exercise Price | |||||||||||||||||||
Outstanding as of May 31, 2011 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercise | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of May 31, 2012 | 35,670 | $ | 50 | ||||||||||||||||
Granted | — | — | |||||||||||||||||
Exercise | — | — | |||||||||||||||||
Cancelled | — | — | |||||||||||||||||
Outstanding as of May 31, 2013 | 35,670 | $ | 50 | ||||||||||||||||
Schedule of 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 | 5 | 35,670 | $ | 50 |
NOTE_12_INCOME_TAXES_Tables
NOTE 12 - INCOME TAXES (Tables) | 12 Months Ended | ||||||||
31-May-13 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of deferred tax assets | ' | ||||||||
May 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryovers | $ | 113,765 | $ | 84,152 | |||||
Valuation allowance | (113,765 | ) | (84,152 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
Schedule of reconciliation of the provision for income taxes | ' | ||||||||
May 31, | |||||||||
2013 | 2012 | ||||||||
Tax provision (benefit) at statutory rate | $ | (32,332 | ) | $ | (31,295 | ) | |||
State taxes, net of federal expense | (3,45 | ) | (3,341 | ) | |||||
Change in valuation allowance | 29.612 | (13,154 | ) | ||||||
Permanent differences | 753 | 753 | |||||||
Temporary differences | 5,419 | 47,037 | |||||||
Effective income tax | $ | — | $ | — |
NOTE_14_RESTATEMENT_OF_PREVIOU1
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended | |||||||||||||
31-May-13 | ||||||||||||||
Equity [Abstract] | ' | |||||||||||||
Restatement adjustments on the balance sheet | ' | |||||||||||||
As Previously Reported | Restatement Adjustments | As Restated | ||||||||||||
Total assets | $ | 64,173 | $ | — | $ | 64,173 | ||||||||
Accounts payable and accrued expenses | $ | (A) 117,626 | $ | -1 | 70,144 | $ | 189,597 | |||||||
-2 | -919 | |||||||||||||
-3 | 651 | |||||||||||||
-5 | 2,095 | |||||||||||||
Due to related parties | 24,000 | -3 | 17,200 | 41,200 | ||||||||||
Obligations for shares to be issued | — | -3 | 180,000 | 180,000 | ||||||||||
Notes payable and accrued interest | (A) 209,307 | -1 | 121,811 | 131,967 | ||||||||||
-2 | 2,031 | |||||||||||||
-3 | -197,851 | |||||||||||||
-4 | -11,456 | |||||||||||||
-5 | 8,125 | |||||||||||||
Total correct liabilities and total liabilities | 350,933 | 191,831 | 542,764 | |||||||||||
Common stock | 171 | — | 171 | |||||||||||
Additional paid-in capital | 3,545,931 | — | 3,545,931 | |||||||||||
Accumulated deficit | (3,832,862 | ) | -1 | -191,955 | (4,024,693 | ) | ||||||||
-2 | -1,112 | |||||||||||||
-4 | 11,456 | |||||||||||||
-5 | -10,220 | |||||||||||||
Total stockholders’ deficit | (286,760 | ) | (191,831 | ) | (478,591 | ) | ||||||||
Total liabilities and stockholders’ deficit | $ | 64,173 | $ | — | $ | 64,173 | ||||||||
(A) | Reflects reclassification of $12,107 accrued interest on notes payable from accounts payable and accrued expenses to notes payable and accrued interest to conform with current year presentation. | |||||||||||||
Restatement adjustments on the statement of operations | ' | |||||||||||||
As previously reported | Restatement Adjustments | As Restated | ||||||||||||
Net revenues | $ | — | $ | — | $ | — | ||||||||
Operating expenses: | ||||||||||||||
Professional fees | 62,114 | — | 62,114 | |||||||||||
General and administrative | 24,250 | — | 24,250 | |||||||||||
Total operating expenses | 86,364 | — | 86,364 | |||||||||||
Operating loss | (86,364 | ) | — | (86,364 | ) | |||||||||
Other income (expense) | ||||||||||||||
Interest income | 4,540 | — | 4,540 | |||||||||||
Interest expense | (11,456 | ) | (4) 11,456 | (10,220 | ) | |||||||||
(5) (10,220) | ||||||||||||||
Total other income (expense) | (6,916 | ) | 1,236 | (5,680 | ) | |||||||||
Net loss before income taxes | (93,280 | ) | 1,236 | (92,044 | ) | |||||||||
Income tax expense | — | — | — | |||||||||||
Net loss | $ | (93,280 | ) | $ | 1,236 | $ | (92,044 | ) | ||||||
Loss per share-basic and diluted | $ | (0.54 | ) | $ | — | $ | (0.54 | ) | ||||||
Restatement Adjustments | ||||||||||||||
-1 | To reverse the $191,955 gain on extinguishment of debt recognized at May 31, 2011 and to restore related debt as described above. | |||||||||||||
-2 | To accrue $1,112 additional expense at May 31, 2011. | |||||||||||||
-3 | To reclassify $197,200 notes payable to an individual at May 31, 2012 to obligations for shares to be issued ($180,000) and due to related parties ($17,200) to conform with current year presentation. The first $180,000 of proceeds provided by the individual has been considered to be in satisfaction of the August 2011 subscription agreement (see Note 7), rather than for notes payable of the Company. | |||||||||||||
-4 | To reverse interest expense accrued on the notes payable to an individual for the year ended May 31, 2012 (see (3) above). | |||||||||||||
-5 | To accrue interest expense on the liabilities restored (see (1) above) for the year ended May 31, 2012. |
NOTE_5_ACCOUNTS_PAYABLE_AND_AC2
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts payable and accrued expenses (Details) (USD $) | 31-May-13 | 31-May-12 |
Payables and Accruals [Abstract] | ' | ' |
Professional fees | $33,692 | $77,626 |
Rent | 47,500 | 40,000 |
Accrued payroll taxes and related penalty and interest | 73,484 | 71,320 |
Other | 651 | 651 |
Total accounts payable and accrued expenses | $155,327 | $189,597 |
NOTE_6_DUE_TO_RELATED_PARTY_AN2
NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS - Amounts due to related parties (Details) (USD $) | 31-May-13 | 31-May-12 |
Related Party Transactions [Abstract] | ' | ' |
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 | $24,000 |
Amount due to related parties of the Company for certain advances used to pay for business development costs that are part of the Companybs business expansion plans, as well as other general and administrative expenses | 32,750 | 17,200 |
Amount due to related parties | $58,750 | $41,200 |
NOTE_11_WARRANTS_Summary_of_th
NOTE 11 - WARRANTS - Summary of the changes in warrants outstanding (Details) (USD $) | 12 Months Ended | ||
31-May-13 | 31-May-12 | 31-May-10 | |
Summary of Investments, Other than Investments in Related Parties [Abstract] | ' | ' | ' |
Outstanding, shares | 35,670 | 35,670 | ' |
Outstanding, weighted average exercise price | $50 | $50 | $50 |
Granted, shares | 0 | 0 | ' |
Granted, weighted average exercise price | $0 | $0 | ' |
Exercise, shares | 0 | 0 | ' |
Exercise, weighted average exercise price | $0 | $0 | ' |
Cancelled, shares | 0 | 0 | ' |
Cancelled, weighted average exercise price | $0 | $0 | ' |
NOTE_11_WARRANTS_Common_stock_
NOTE 11 - WARRANTS - Common stock warrants outstanding and exercisable (Details) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Summary of Investments, Other than Investments in Related Parties [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_12_INCOME_TAXES_Deferred_
NOTE 12 - INCOME TAXES - Deferred tax assets (Details) (USD $) | 31-May-13 | 31-May-12 |
Deferred tax assets: | ' | ' |
Net operating loss carryovers | $113,765 | $84,152 |
Valuation allowance | -113,765 | -84,152 |
Net deferred tax asset | $0 | $0 |
NOTE_12_Statement_of_the_recon
NOTE 12 - Statement of the reconciliation of the provision for income taxes (Details) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Income Tax Disclosure [Abstract] | ' | ' |
Tax provision (benefit) at statutory rate | ($32,332) | ($31,295) |
State taxes, net of federal expense | -3,452 | -3,341 |
Change in valuation allowance | 29,612 | -13,154 |
Permanent differences | 753 | 753 |
Temporary differences | 5,419 | 47,037 |
Effective income tax | $0 | $0 |
NOTE_14_RESTATEMENT_OF_PREVIOU2
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Restatement adjustments on the balance sheet (Details) (USD $) | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 |
Total assets | $7,540 | $64,173 | ' | ' |
Accounts payable and accrued expenses | 155,327 | 189,597 | ' | ' |
Due to related parties | 58,750 | 41,200 | ' | ' |
Obligations for shares to be issued | 194,400 | 180,000 | ' | ' |
Notes payable and accrued interest | 140,092 | 131,967 | ' | ' |
Total correct liabilities and total liabilities | 581,224 | 542,764 | ' | ' |
Common stock | 171 | 171 | ' | ' |
Additional paid-in capital | 3,545,931 | 3,545,931 | ' | ' |
Accumulated deficit | -4,119,786 | -4,024,693 | ' | ' |
Total stockholdersb deficit | -573,684 | -478,591 | -386,547 | -193,480 |
Total liabilities and stockholdersb deficit | 7,540 | 64,173 | ' | ' |
As previously reported | ' | ' | ' | ' |
Total assets | ' | 64,173 | ' | ' |
Due to related parties | ' | 24,000 | ' | ' |
Obligations for shares to be issued | ' | ' | ' | ' |
Total correct liabilities and total liabilities | ' | 350,933 | ' | ' |
Common stock | ' | 171 | ' | ' |
Additional paid-in capital | ' | 3,545,931 | ' | ' |
Accumulated deficit | ' | -3,832,862 | ' | ' |
Total stockholdersb deficit | ' | -286,760 | ' | ' |
Total liabilities and stockholdersb deficit | ' | 64,173 | ' | ' |
As Previously Reported (A) | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | 117,626 | ' | ' |
Notes payable and accrued interest | ' | 209,307 | ' | ' |
As Previously Reported | ' | 'Reflects reclassification of $12,107 accrued interest on notes payable from accounts payable and accrued expenses to notes payable and accrued interest to conform with current year presentation. | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
Total assets | ' | 0 | ' | ' |
Total correct liabilities and total liabilities | ' | 191,831 | ' | ' |
Common stock | ' | 0 | ' | ' |
Additional paid-in capital | ' | 0 | ' | ' |
Total stockholdersb deficit | ' | -191,831 | ' | ' |
Total liabilities and stockholdersb deficit | ' | 0 | ' | ' |
Restatement Adjustment (1) | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | 70,144 | ' | ' |
Notes payable and accrued interest | ' | 121,811 | ' | ' |
Accumulated deficit | ' | -191,955 | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
To reverse the $191,955 gain on extinguishment of debt recognized at May 31, 2011 and to restore related debt as described above. | ||||
Restatement Adjustment (2) | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | -919 | ' | ' |
Notes payable and accrued interest | ' | 2,031 | ' | ' |
Accumulated deficit | ' | -1,112 | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
To accrue $1,112 additional expense at May 31, 2011. | ||||
Restatement Adjustment (3) | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | 651 | ' | ' |
Due to related parties | ' | -317,200 | ' | ' |
Obligations for shares to be issued | ' | 180,000 | ' | ' |
Notes payable and accrued interest | ' | -197,851 | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
To reclassify $197,200 notes payable to an individual at May 31, 2012 to obligations for shares to be issued ($180,000) and due to related parties ($17,200) to conform with current year presentation. The first $180,000 of proceeds provided by the individual has been considered to be in satisfaction of the August 2011 subscription agreement (see Note 7), rather than for notes payable of the Company. | ||||
Restatement Adjustment (4) | ' | ' | ' | ' |
Notes payable and accrued interest | ' | 8,125 | ' | ' |
Accumulated deficit | ' | -10,220 | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
To reverse interest expense accrued on the notes payable to an individual for the year ended May 31, 2012 (see (3) above). | ||||
Restatement Adjustment (5) | ' | ' | ' | ' |
Total assets | ' | 64,173 | ' | ' |
Accounts payable and accrued expenses | ' | 189,597 | ' | ' |
Due to related parties | ' | 41,200 | ' | ' |
Obligations for shares to be issued | ' | 180,000 | ' | ' |
Notes payable and accrued interest | ' | 131,967 | ' | ' |
Common stock | ' | 171 | ' | ' |
Additional paid-in capital | ' | 6,545,931 | ' | ' |
Accumulated deficit | ' | -4,024,693 | ' | ' |
Total liabilities and stockholdersb deficit | ' | 64,173 | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
To accrue interest expense on the liabilities restored (see (1) above) for the year ended May 31, 2012. | ||||
As Restated | ' | ' | ' | ' |
Total assets | ' | 64,173 | ' | ' |
Accounts payable and accrued expenses | ' | 189,597 | ' | ' |
Due to related parties | ' | 41,200 | ' | ' |
Obligations for shares to be issued | ' | 180,000 | ' | ' |
Notes payable and accrued interest | ' | 131,967 | ' | ' |
Total correct liabilities and total liabilities | ' | 542,764 | ' | ' |
Common stock | ' | 171 | ' | ' |
Additional paid-in capital | ' | 3,545,931 | ' | ' |
Accumulated deficit | ' | -4,024,693 | ' | ' |
Total stockholdersb deficit | ' | -478,591 | ' | ' |
Total liabilities and stockholdersb deficit | ' | $64,173 | ' | ' |
NOTE_14_RESTATEMENT_OF_PREVIOU3
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Restatement adjustments on the statement of operations (Details) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Net revenues | $0 | $0 |
Operating expenses: | ' | ' |
Professional fees | 61,173 | 62,114 |
General and administrative | 22,385 | 24,250 |
Total operating expenses | 83,558 | 86,364 |
Operating loss | -83,558 | -86,364 |
Other income (expense) | ' | ' |
Interest income | -1,410 | -4,540 |
Interest expense | -12,945 | -10,220 |
Total other income (expense) | 11,535 | 5,680 |
Net loss before income taxes | -95,093 | -92,044 |
Income tax expense | 0 | 0 |
Net loss | -95,093 | -92,044 |
Loss per share-basic and diluted | ($0.55) | ($0.54) |
As previously reported | ' | ' |
Net revenues | ' | 0 |
Operating expenses: | ' | ' |
Professional fees | ' | 62,114 |
General and administrative | ' | 24,250 |
Total operating expenses | ' | 86,364 |
Operating loss | ' | -86,364 |
Other income (expense) | ' | ' |
Interest income | ' | 4,540 |
Interest expense | ' | -11,456 |
Total other income (expense) | ' | -6,916 |
Net loss before income taxes | ' | -93,280 |
Income tax expense | ' | 0 |
Net loss | ' | -93,280 |
Loss per share-basic and diluted | ' | ($0.54) |
Restatement Adjustments | ' | ' |
Net revenues | ' | 0 |
Operating expenses: | ' | ' |
Professional fees | ' | 0 |
General and administrative | ' | 0 |
Total operating expenses | ' | 0 |
Operating loss | ' | 0 |
Other income (expense) | ' | ' |
Interest income | ' | 0 |
Total other income (expense) | ' | 1,236 |
Net loss before income taxes | ' | 1,236 |
Income tax expense | ' | 0 |
Net loss | ' | 1,236 |
Loss per share-basic and diluted | ' | $0 |
Restatement Adjustment (4) | ' | ' |
Other income (expense) | ' | ' |
Interest expense | ' | 11,456 |
Restatement Adjustments | ' | 'To reverse interest expense accrued on the notes payable to an individual for the year ended May 31, 2012 (see (3) above). |
Restatement Adjustment (5) | ' | ' |
Other income (expense) | ' | ' |
Interest expense | ' | -10,220 |
Restatement Adjustments | ' | 'To accrue interest expense on the liabilities restored (see (1) above) for the year ended May 31, 2012. |
As Restated | ' | ' |
Net revenues | ' | 0 |
Operating expenses: | ' | ' |
Professional fees | ' | 62,114 |
General and administrative | ' | 24,250 |
Total operating expenses | ' | 86,364 |
Operating loss | ' | -86,364 |
Other income (expense) | ' | ' |
Interest income | ' | 4,540 |
Interest expense | ' | -10,220 |
Total other income (expense) | ' | -5,680 |
Net loss before income taxes | ' | -92,044 |
Income tax expense | ' | 0 |
Net loss | ' | ($92,044) |
Loss per share-basic and diluted | ' | ($0.54) |
NOTE_1_ORGANIZATION_DESCRIPTIO1
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2010 | 31-May-13 | 31-May-12 | 31-May-10 | Nov. 05, 2010 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.002 | ' | ' | 0.002 | ' |
Common stock issued, pre-split | ' | ' | ' | ' | 85,569,477 |
Common stock issued, post-split | ' | 171,419 | 171,419 | ' | 171,419 |
Net loss | ' | $95,093 | $92,044 | ' | ' |
NOTE_2_SUMMARY_OF_SIGNIFICANT_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | ||
31-May-13 | 31-May-12 | 31-May-11 | |
Accounting Policies [Abstract] | ' | ' | ' |
Dilutive common stock share equivalents | 35,670 | 35,670 | ' |
Extinguishment of debt, correction | ' | $191,955 | $191,000 |
Accumulated deficit, correction | ' | ' | 193,000 |
Net loss, correction | ' | ' | $10,000 |
Net loss per share, correction | ' | ' | $0.06 |
NOTE_4_NOTES_RECEIVABLE_Detail
NOTE 4 - NOTES RECEIVABLE (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2010 | 31-May-13 | |
Receivables [Abstract] | ' | ' |
Note receivable | $61,000 | $16,000 |
Note receivable, accrued interest | 8.00% | ' |
NOTE_6_DUE_TO_RELATED_PARTY_AN3
NOTE 6 - DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |
31-May-13 | 31-May-12 | |
Related Party Transactions [Abstract] | ' | ' |
Expenses Related Party | $25,500 | $23,450 |
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 |
Accounting Policies [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 $) | 12 Months Ended | 12 Months Ended | ||||||
31-May-13 | 31-May-12 | 31-May-13 | Sep. 06, 2004 | 31-May-13 | Nov. 30, 2009 | 31-May-13 | 31-May-12 | |
Secured note payable | Secured note payable | Unsecured note payable | Unsecured note payable | Secured and unsecured notes payable | Secured and unsecured note payable | |||
Secured note payable | ' | ' | ' | $50,000 | ' | ' | ' | ' |
Interest rate, note payable | ' | ' | ' | 8.25% | ' | 8.00% | ' | ' |
Note payable | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Acrued interest, note payable | 73,484 | 71,320 | 25,802 | ' | 14,290 | ' | ' | ' |
Interest expense | ($12,945) | ($10,220) | ' | ' | ' | ' | $8,125 | $8,125 |
NOTE_9_NOTE_PAYABLE_TO_RELATED1
NOTE 9 - NOTE PAYABLE TO RELATED PARTY (Details Narrative) (USD $) | 12 Months Ended | ||||
31-May-13 | 31-May-12 | 31-May-13 | Mar. 10, 2013 | Jul. 31, 2012 | |
Note payable to investor | Note payable to investor | Note payable to investor | |||
Interest rate, related party note | ' | ' | ' | 10.00% | 10.00% |
Note payable to related party | ' | ' | ' | $30,000 | ' |
Accrued interest on related party note | 73,484 | 71,320 | 2,655 | ' | ' |
Interest Expense | ($12,945) | ($10,220) | $2,655 | ' | ' |
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 $) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2010 | 31-May-10 | 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 | 0.002 | ' |
NOTE_12_INCOME_TAXES_Details_N
NOTE 12 - INCOME TAXES (Details Narrative) (USD $) | 31-May-13 |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carryovers | $300,000 |
NOTE_13_COMMITMENTS_AND_CONTIN1
NOTE 13 - COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended | ||
31-May-13 | 31-May-12 | Feb. 28, 2010 | Apr. 30, 2011 | |
February 2010 prospective stock sale and settlement | February 2010 prospective stock sale and settlement | |||
Monthly base rent | $1,500 | ' | ' | ' |
Rent expense | 7,500 | 18,000 | ' | ' |
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 | ' | ' |
Proceeds from prospective investor | ' | ' | 150,000 | ' |
Prospective common shares for sale | ' | ' | 7,600 | ' |
Share price | ' | ' | $19.50 | ' |
Settlement obligation | ' | ' | ' | $170,000 |
NOTE_14_RESTATEMENT_OF_PREVIOU4
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) (USD $) | 12 Months Ended | ||
31-May-13 | 31-May-12 | 31-May-11 | |
Equity [Abstract] | ' | ' | ' |
Extinguishment of Debt Correction | ' | $191,955 | $191,000 |
Corrections to Liabilities | ' | ' | ' |
Correction of 2012 Annual Financial Statements | The Company has restated its financial statements at May 31, 2012 and for the year then ended (which were previously included in the Company’s Form 10-K filed with the SEC on September 13, 2012) in order to, among other things, reverse the gain on extinguishment of debt of $191,955 recognized at May 31, 2011 and to restore liabilities relating to (1) amounts withheld from independent contractors’ compensation in the years ended May 31, 2004, 2005, 2006 and 2007 and accrued related employer payroll taxes, interest, and penalties ($70,144 total at May 31, 2011), (2) predecessor note payable to bank ($50,000) and accrued interest ($16,521 at May 31, 2011), and (3) note payable to entity issued in November 2009 ($50,000) and accrued interest ($5,290 at May 31, 2011). These liabilities were erroneously adjusted to $0 at May 31, 2011 before the necessary criteria for such adjustment was met. | ||
The financial statements for the year ended May 31, 2012 have been restated to reflect approximately $191,000 of indebtedness that was erroneously accounted for as extinguishment during the year ended May 31, 2011. This correction resulted in (i) an increase to the May 31, 2011 accumulated deficit in the amount of approximately $193,000, (ii) an increase to the 2012 net loss in the amount of approximately $10,000, and (iii) an increase in the net loss per share of $0.06 per share. |