Document and Entity Information
Document and Entity Information | 3 Months Ended |
Aug. 31, 2016shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Bemax, Inc. |
Entity Central Index Key | 1,613,895 |
Entity Trading Symbol | BMXC |
Amendment Flag | false |
Current Fiscal Year End Date | --05-31 |
Document Type | 10-Q |
Document Period End Date | Aug. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 258,750,000 |
Balance Sheets
Balance Sheets - USD ($) | Aug. 31, 2016 | May 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 115,730 | $ 115,738 |
Inventory | 204,943 | 189,823 |
Total current assets | 320,673 | 305,561 |
Fixed Assets | ||
Furniture and Equipment | 500 | 500 |
Total fixed assets | 500 | 500 |
TOTAL ASSETS | 321,173 | 306,061 |
CURRENT LIABILITIES | ||
Derivative liability | 410,269 | 351,041 |
Debt discount | (188,895) | (134,148) |
Convertible Loans | 302,750 | 207,750 |
Accrued interest on convertible loans | 6,783 | 1,845 |
Loan from shareholder and related party | 42,736 | 38,236 |
Total current liabilities | 573,643 | 464,724 |
STOCKHOLDERS' EQUITY | ||
Common stock, ($0.0001 par value, 500,000,000 shares authorized; 258,792,500 shares issued and outstanding at August 31, 2016 and May 31, 2016 respectively | 25,879 | 25,879 |
Additional paid-in capital | 36,876 | 36,876 |
Deficit accumulated during development stage | (315,225) | (221,418) |
TOTAL STOCKHOLDERS' EQUITY | (252,470) | (158,663) |
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY | $ 321,173 | $ 306,061 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2016 | May 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 258,792,500 | 258,792,500 |
Common stock, shares outstanding | 258,792,500 | 258,792,500 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
REVENUES | ||
Revenues | $ 92,122 | |
Change in fair value on derivative liability | 336,777 | |
TOTAL REVENUES | 428,899 | |
Cost of good sold | ||
Purchases-resale items | 110,000 | |
TOTAL COGS | 110,000 | |
Gross profit | 318,019 | |
Operating costs | ||
Loss on issuance of convertible debt | 272,005 | |
General and administrative expenses | 139,822 | 10,113 |
TOTAL OPERATING COSTS | 411,827 | 10,113 |
NET ORDINARY INCOME (LOSS) | $ (93,808) | $ (10,113) |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 258,792,500 | 258,750,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (93,808) | $ (10,113) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Inventory | (15,120) | |
Derivative liability | 59,228 | |
Debt discount | (54,747) | |
Loan from shareholder and related party | 4,500 | 7,400 |
Accounts payable | 2,200 | |
Accrued interest on convertible loans | 4,938 | |
Convertible loans | 95,000 | |
Changes in operating assets and liabilities: | 93,800 | (513) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (8) | (513) |
INVESTING ACTIVITIES | ||
Furniture and equipment | ||
Net cash provided by investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock | ||
Loans from convertible promissory notes | (8) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | (8) | (513) |
NET INCREASE IN CASH | (8) | (513) |
CASH AT BEGINNING OF PERIOD | 115,738 | 58,137 |
CASH AT END OF PERIOD | 115,730 | 57,624 |
Cash paid during year for : | ||
Interest | ||
Income Taxes |
Nature of Operations
Nature of Operations | 3 Months Ended |
Aug. 31, 2016 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS BEMAX INC These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares. |
Going Concern
Going Concern | 3 Months Ended |
Aug. 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | 2 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business one year from May 31, 2016. The Company has incurred a loss since inception resulting in an accumulated deficit of $315,225 of August 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or the existing cash on hand, loans from directors and/or private placement of common stock. Obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with cash on hand, loans from directors and /or private placement of common stock. There is no guarantee that the Company will be able to raise any capital through any type of offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2016 | |
Summary of significant accounting policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented in US dollars. The Company’s Year End is May 31. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. Development Stage Company The Company has elected to adopt application of Accounting Standards Update No. 2014-10,Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure requirements of Topic 915. Impairment of Long-lived Assets The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. Fair Value of Financial Instrument The Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. Derivative Instruments In connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company. The Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies. Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At August 31, 2016, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. Basic and Diluted Net (Loss) per Share The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Aug. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A total of $4,500 for donated management fees was charged to Shareholder Loan for the period ended August 31, 2016. As of August 31, 2016, there are loans from the majority shareholder and related party totalling $38,236.These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Aug. 31, 2016 | |
Stockholder's Equity [Abstract] | |
STOCKHOLDER'S EQUITY | 5. STOCKHOLDER’S EQUITY On May 16, 2014, the Company authorized the issue of 4,000,000 shares of common stock at a par value of $0.0001 per share, to the President of the Company for total net proceeds of $4,000. Between October 14 and 24, 2014, the Company authorized and issued 1,175,000 shares of common stock at $0.05 per share to various investors for net proceeds to the Company of $58,750. On June 5, 2015, the Company decided to increase the authorized amount of common shares that can be issued from 70,000,000 to 500,000,000 with the same par value of $0.0001 per share. The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. At August 31, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 258,792,500 issued and outstanding. The 50-1 stock split has been shown retroactively. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Aug. 31, 2016 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 6. REVENUE RECOGNITION The Company revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the time of sales once payment has been received and disposable baby diapers are delivered to the buyer. Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed. |
Convertible Loans
Convertible Loans | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 7 CONVERTIBLE LOANS On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principle amount of the loan is $40,000 (forty thousand dollars) with an original issue discount of $4,000 (four thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 16, 2017. Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $134,892 based on the Black Scholes Merton pricing model and a corresponding debt discount of $40,000 to be amortized utilizing the interest method of accretion over the term of the note. On July 14, 2016, the Company repaid the $40,000 of principle, $1,307 of accrued interest and a $20,965 early payment penalty. The Company fair valued the derivative on July 14, 2016 at $71,192 resulting in a gain on the change in the fair value of $17,664. As a result of repayment of the note the Company recognized the remaining debt discount of $28,493 and a $71,192 gain on settlement of debt. On April 19, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $30,000 (forty thousand dollars) with an original issue discount of $3,500 (three thousand five hundred dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 2017. Crown Bridge Partners L.L.C., has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $124,890 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $39,161 resulting in a gain on the change in the fair value for the three months of $85,729. In addition, $11,014 of the debt discount has been amortized to interest expense. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan is $30,000 (forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities LLC. Has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $48,604 resulting in a gain on the change in the fair value or the three months of $60,196. In addition, $9,370 of the debt discount has been amortized to interest expense. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principle amount of the loan is $30,000 (forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $48,604 resulting in a gain on the change in the fair value for the three months of $60,196. In addition, $9,370 of the debt discount has been amortized to interest expense. On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. The principle amount of the loan is $77,750 (seventy-seven thousand, seven hundred and fifty dollars) with an original issue discount of $6,750 (six thousand, seven hundred and fifty dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017. Auctus Fund LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $261,774 based on the Black Scholes Merton pricing model and a corresponding debt discount of $77,750 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $96,745 resulting in a gain on the change in the fair value of $165,029. In addition, $31,833 of the debt discount has been amortized to interest expense. On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan is $55,000 (fifty-five thousand dollars) with an original issue discount of $3,000 three thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2, 2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $167,895 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $83,440 resulting in a gain on the change in the fair value of $84,455. In addition, $18,401 of the debt discount has been amortized to interest expense. On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan is $80,000 (eighty thousand dollars) with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $132,876 resulting in a gain on the change in the fair value of $95,233. In addition, $17,096 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of August 31, 2016, is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Repayments / Conversions Principal Balance 8/31/2016 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8% $ 40,000 $ (40,000) $ - Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8% 30,000 - 30,000 Adar Bays, LLC 5/9/2016 5/9/2017 8% 30,000 - 30,000 Eagle Equities, LLC 5/9/2016 5/9/2017 8% 30,000 - 30,000 Auctus Fund, LLC 5/10/2016 2/10/2017 8% 77,750 - 77,750 JSJ Investments Inc. 6/2/2016 2/26/2017 8% 55,000 - 55,000 Black Forest Capital LLC 6/14/2016 6/14/2017 8% 80,000 - 80,000 Total $ 302,750 $ (40,000) $ 262,750 (1) This Note was repaid in full with cash on July 14, 2016 A summary of the activity of the debt discount as of August 31, 2016 is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Debt Discount Net Principal Balance 8/31/2016 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8 % $ 40,000 $ (40,000 ) $ — Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8 % 30,000 (18,986 ) 11,014 Adar Bays, LLC 5/9/2016 5/9/2017 8 % 30,000 (20,630 ) 9,370 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 (20,630 ) 9,370 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 (45,917 ) 31,833 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 (36,599 ) 18,401 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 (62,904 ) 17,096 Total $ 342,750 $ (245,666 ) $ 97,084 A summary of the activity of the derivative liability is as follows: Balance at May 31, 2016 $ 510,596 Increase to derivative due to new issuances 396,005 Decrease due to debt settlement (71,192 ) Derivative (gain) due to mark to market adjustment (385,977 ) Balance at August 31, 2016 $ 449,432 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS The Company has evaluated all events and transactions that occurred after August 31, 2016 up through the date these financial statements were available for issuance. It has been determined that there is nothing further to report. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2016 | |
Summary of significant accounting policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented in US dollars. The Company’s Year End is May 31. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. |
Development Stage Company | Development Stage Company The Company has elected to adopt application of Accounting Standards Update No. 2014-10,Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure requirements of Topic 915. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. |
Fair Value of Financial Instrument | Fair Value of Financial Instrument The Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. |
Derivative Instruments | Derivative Instruments In connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company. The Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies. |
Income Taxes | Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At August 31, 2016, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. |
Basic and Diluted Net (Loss) per Share | Basic and Diluted Net (Loss) per Share The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Convertible Loans (Tables)
Convertible Loans (Tables) | 3 Months Ended |
Aug. 31, 2016 | |
Convertible Loans [Abstract] | |
Schedule of outstanding convertible notes | Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Repayments / Conversions Principal Balance 8/31/2016 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8% $ 40,000 $ (40,000) $ - Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8% 30,000 - 30,000 Adar Bays, LLC 5/9/2016 5/9/2017 8% 30,000 - 30,000 Eagle Equities, LLC 5/9/2016 5/9/2017 8% 30,000 - 30,000 Auctus Fund, LLC 5/10/2016 2/10/2017 8% 77,750 - 77,750 JSJ Investments Inc. 6/2/2016 2/26/2017 8% 55,000 - 55,000 Black Forest Capital LLC 6/14/2016 6/14/2017 8% 80,000 - 80,000 Total $ 302,750 $ (40,000) $ 262,750 (1) This Note was repaid in full with cash on July 14, 2016 |
Summary of the activity of the debt discount | Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Debt Discount Net Principal Balance 8/31/2016 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8 % $ 40,000 $ (40,000 ) $ — Crown Bridge Partners, LLC 4/19/2016 4/19/2017 8 % 30,000 (18,986 ) 11,014 Adar Bays, LLC 5/9/2016 5/9/2017 8 % 30,000 (20,630 ) 9,370 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 (20,630 ) 9,370 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 (45,917 ) 31,833 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 (36,599 ) 18,401 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 (62,904 ) 17,096 Total $ 342,750 $ (245,666 ) $ 97,084 |
Summary of the activity of the derivative liability | Balance at May 31, 2016 $ 510,596 Increase to derivative due to new issuances 396,005 Decrease due to debt settlement (71,192 ) Derivative (gain) due to mark to market adjustment (385,977 ) Balance at August 31, 2016 $ 449,432 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Aug. 31, 2016 | May 31, 2016 |
Going Concern (Textual) | ||
Accumulated deficit | $ (315,225) | $ (221,418) |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended |
Aug. 31, 2016USD ($) | |
Related Party Transactions (Textual) | |
Management fees and office premises | $ 1,500 |
Description of related party transaction | Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. |
Monthly rent | $ 1,000 |
Executive compensation value | 500 |
Donated management fees | 4,500 |
Loans from majority shareholder and related party total | $ 38,236 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | Jun. 05, 2015 | Oct. 24, 2014 | May 16, 2014 | Aug. 31, 2016 | May 31, 2016 |
Stockholder's Equity (Textual) | |||||
Common stock issued to investors | 1,175,000 | 4,000,000 | |||
Common stock, par value | $ 0.05 | $ 0.0001 | |||
Net proceeds from investors | $ 58,750 | $ 4,000 | |||
Stock split, description | The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. | The 50-1 stock split has been shown retroactively. | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 258,792,500 | 258,792,500 | |||
Common stock, shares outstanding | 258,792,500 | 258,792,500 | |||
Maximum [Member] | |||||
Stockholder's Equity (Textual) | |||||
Common stock, shares authorized | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Minimum [Member] | |||||
Stockholder's Equity (Textual) | |||||
Common stock, shares authorized | 70,000,000 | ||||
Common stock, par value | $ 0.0001 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) | 3 Months Ended | ||
Aug. 31, 2016 | May 31, 2016 | ||
Short-term Debt [Line Items] | |||
Amount of Note | $ 302,750 | ||
Repayments / Conversions | (40,000) | ||
Principal Balance | $ 302,750 | $ 207,750 | |
Crown Bridge Partners, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | [1] | Feb. 16, 2016 | |
Maturity Date | [1] | Feb. 16, 2017 | |
Stated Interest Rate | [1] | 8.00% | |
Amount of Note | [1] | $ 40,000 | |
Repayments / Conversions | [1] | (40,000) | |
Principal Balance | [1] | ||
Crown Bridge Partners, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Apr. 19, 2016 | ||
Maturity Date | Apr. 19, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 30,000 | ||
Repayments / Conversions | |||
Principal Balance | $ 30,000 | ||
Adar Bays, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 9, 2016 | ||
Maturity Date | May 9, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 30,000 | ||
Repayments / Conversions | |||
Principal Balance | $ 30,000 | ||
Eagle Equities, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 9, 2016 | ||
Maturity Date | May 9, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 30,000 | ||
Repayments / Conversions | |||
Principal Balance | $ 30,000 | ||
Auctus Fund, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 10, 2016 | ||
Maturity Date | Feb. 10, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 77,750 | ||
Repayments / Conversions | |||
Principal Balance | $ 77,750 | ||
JSJ Investments Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Jun. 2, 2016 | ||
Maturity Date | Feb. 26, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 55,000 | ||
Repayments / Conversions | |||
Principal Balance | $ 55,000 | ||
Black Forest Capital LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Jun. 14, 2016 | ||
Maturity Date | Jun. 14, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 80,000 | ||
Repayments / Conversions | |||
Principal Balance | $ 80,000 | ||
[1] | This Note was repaid in full with cash on July 14, 2016 |
Convertible Loans (Details 1)
Convertible Loans (Details 1) | 3 Months Ended | |
Aug. 31, 2016USD ($) | ||
Short-term Debt [Line Items] | ||
Amount of Note | $ 342,750 | |
Debt Discount | (245,666) | |
Net Principal Balance | $ 97,084 | |
Crown Bridge Partners, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Feb. 16, 2016 | [1] |
Maturity Date | Feb. 16, 2017 | [1] |
Stated Interest Rate | 8.00% | [1] |
Amount of Note | $ 40,000 | [1] |
Debt Discount | (40,000) | [1] |
Net Principal Balance | [1] | |
Crown Bridge Partners, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Apr. 19, 2016 | |
Maturity Date | Apr. 19, 2017 | |
Stated Interest Rate | 8.00% | |
Amount of Note | $ 30,000 | |
Debt Discount | (18,986) | |
Net Principal Balance | $ 11,014 | |
Adar Bays, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | May 9, 2016 | |
Maturity Date | May 9, 2017 | |
Stated Interest Rate | 8.00% | |
Amount of Note | $ 30,000 | |
Debt Discount | (20,630) | |
Net Principal Balance | $ 9,370 | |
Eagle Equities, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | May 9, 2016 | |
Maturity Date | May 9, 2017 | |
Stated Interest Rate | 8.00% | |
Amount of Note | $ 30,000 | |
Debt Discount | (20,630) | |
Net Principal Balance | $ 9,370 | |
Auctus Fund, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | May 10, 2016 | |
Maturity Date | Feb. 10, 2017 | |
Stated Interest Rate | 8.00% | |
Amount of Note | $ 77,750 | |
Debt Discount | (45,917) | |
Net Principal Balance | $ 31,833 | |
JSJ Investments Inc. [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Jun. 2, 2016 | |
Maturity Date | Feb. 26, 2017 | |
Stated Interest Rate | 8.00% | |
Amount of Note | $ 55,000 | |
Debt Discount | (36,599) | |
Net Principal Balance | $ 18,401 | |
Black Forest Capital LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Jun. 14, 2016 | |
Maturity Date | Jun. 14, 2017 | |
Stated Interest Rate | 8.00% | |
Amount of Note | $ 80,000 | |
Debt Discount | (62,904) | |
Net Principal Balance | $ 17,096 | |
[1] | This Note was repaid in full with cash on July 14, 2016 |
Convertible Loans (Details 2)
Convertible Loans (Details 2) | 3 Months Ended |
Aug. 31, 2016USD ($) | |
Convertible Loans [Abstract] | |
Balance at May 31, 2016 | $ 510,596 |
Increase to derivative due to new issuances | 396,005 |
Decrease due to debt settlement | (71,192) |
Derivative (gain) due to mark to market adjustment | (385,977) |
Balance at August 31, 2016 | $ 449,432 |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) | Jul. 14, 2016 | Jun. 14, 2016 | Jun. 01, 2016 | May 10, 2016 | May 09, 2016 | Apr. 19, 2016 | Feb. 16, 2016 | Aug. 31, 2016 | Jun. 02, 2016 | May 31, 2016 | |
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 302,750 | ||||||||||
Original issue discount | (245,666) | ||||||||||
Derivative liability | 449,432 | $ 510,596 | |||||||||
Gain on settlement of debt | $ (71,192) | ||||||||||
Crown Bridge Partners, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | [1] | Feb. 16, 2016 | |||||||||
Principal amount of loan | [1] | $ 40,000 | |||||||||
Interest rate | [1] | 8.00% | |||||||||
Due date | [1] | Feb. 16, 2017 | |||||||||
Original issue discount | [1] | $ (40,000) | |||||||||
Crown Bridge Partners, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | Apr. 19, 2016 | ||||||||||
Principal amount of loan | $ 30,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | Apr. 19, 2017 | ||||||||||
Original issue discount | $ (18,986) | ||||||||||
Adar Bays, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | May 9, 2016 | ||||||||||
Principal amount of loan | $ 30,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | May 9, 2017 | ||||||||||
Original issue discount | $ (20,630) | ||||||||||
Eagle Equities, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | May 9, 2016 | ||||||||||
Principal amount of loan | $ 30,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | May 9, 2017 | ||||||||||
Original issue discount | $ (20,630) | ||||||||||
Auctus Fund, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | May 10, 2016 | ||||||||||
Principal amount of loan | $ 77,750 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | Feb. 10, 2017 | ||||||||||
Original issue discount | $ (45,917) | ||||||||||
JSJ Investments Inc. [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | Jun. 2, 2016 | ||||||||||
Principal amount of loan | $ 55,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | Feb. 26, 2017 | ||||||||||
Original issue discount | $ (36,599) | ||||||||||
Black Forest Capital LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | Jun. 14, 2016 | ||||||||||
Principal amount of loan | $ 80,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | Jun. 14, 2017 | ||||||||||
Original issue discount | $ (62,904) | ||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Issue date | Feb. 16, 2016 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | Feb. 16, 2017 | ||||||||||
Original issue discount | $ 4,000 | ||||||||||
Description of loan accrued interest | Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. | ||||||||||
Repaid principal amount | $ 40,000 | ||||||||||
Accrued interest | 1,307 | ||||||||||
Early payment penalty | 20,965 | ||||||||||
Remaining debt discount | 28,493 | ||||||||||
Derivative liability | 71,192 | $ 134,892 | |||||||||
Loss on change in fair value of derivative | $ 17,664 | ||||||||||
Debt discount amortized | $ 40,000 | ||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 30,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Original issue discount | $ 3,500 | ||||||||||
Description of loan accrued interest | Crown Bridge Partners L.L.C., has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||
Derivative liability | $ 124,890 | 39,161 | |||||||||
Loss on change in fair value of derivative | 85,729 | ||||||||||
Credit to additional paid in capital | $ 30,000 | ||||||||||
Debt discount amortized | 11,014 | ||||||||||
Convertible Promissory Note [Member] | Adar Bays, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 30,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | May 9, 2017 | ||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||
Derivative liability | $ 108,800 | 48,604 | |||||||||
Loss on change in fair value of derivative | 60,196 | ||||||||||
Debt discount amortized | 30,000 | 9,370 | |||||||||
Convertible Promissory Note [Member] | Eagle Equities, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 30,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||
Derivative liability | $ 108,800 | 48,604 | |||||||||
Loss on change in fair value of derivative | 60,196 | ||||||||||
Debt discount amortized | $ 30,000 | 9,370 | |||||||||
Convertible Promissory Note [Member] | Auctus Fund, LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 77,750 | ||||||||||
Interest rate | 8.00% | ||||||||||
Original issue discount | $ 6,750 | ||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||
Derivative liability | $ 261,774 | 96,745 | |||||||||
Loss on change in fair value of derivative | 165,029 | ||||||||||
Debt discount amortized | $ 77,750 | $ 31,833 | |||||||||
Convertible Promissory Note [Member] | JSJ Investments Inc. [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 55,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Due date | Jun. 2, 2017 | ||||||||||
Original issue discount | $ 3,000 | ||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||
Repaid principal amount | 2,000 | ||||||||||
Derivative liability | $ 83,440 | $ 167,895 | |||||||||
Loss on change in fair value of derivative | 84,455 | ||||||||||
Debt discount amortized | $ 55,000 | 18,401 | |||||||||
Convertible Promissory Note [Member] | Black Forest Capital LLC [Member] | |||||||||||
Convertible Loans (Textual) | |||||||||||
Principal amount of loan | $ 80,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Original issue discount | $ 8,000 | ||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||
Repaid principal amount | $ 2,000 | ||||||||||
Derivative liability | 228,110 | 132,876 | |||||||||
Loss on change in fair value of derivative | 95,233 | ||||||||||
Debt discount amortized | $ 80,000 | $ 17,096 | |||||||||
[1] | This Note was repaid in full with cash on July 14, 2016 |