Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2016 | Jan. 11, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bemax, Inc. | |
Entity Central Index Key | 1,613,895 | |
Entity Trading Symbol | bemax | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 451,640,836 |
Balance Sheets
Balance Sheets - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 14,454 | $ 115,738 |
Inventory | 321,828 | 189,823 |
Total current assets | 336,282 | 305,561 |
Fixed Assets | ||
Furniture and Equipment | 500 | 500 |
Total fixed assets | 500 | 500 |
TOTAL ASSETS | 336,782 | 306,061 |
CURRENT LIABILITIES | ||
Derivative liability | 401,710 | 351,041 |
Debt discount | (133,280) | (134,148) |
Convertible Loans | 295,746 | 207,750 |
Accrued interest on convertible loans | 9,600 | 1,845 |
Loan from shareholder and related party | 47,236 | 38,236 |
Accounts payable | ||
Total current liabilities | 621,012 | 464,724 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common stock, ($0.0001 par value, 500,000,000 shares authorized; 259,196,500 shares issued and outstanding at November 30, 2016 and 258,792,500 as of May 31, 2016 | 25,949 | 25,879 |
Additional paid-in capital | 47,072 | 36,876 |
Accumulated deficit | (357,251) | (221,418) |
TOTAL STOCKHOLDERS' EQUITY | (284,230) | (158,663) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 336,782 | $ 306,061 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Nov. 30, 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 | 259,196,500 | 258,792,500 |
Common stock, shares outstanding | 259,196,500 | 258,792,500 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
REVENUES | ||||
Revenues | $ 23,031 | $ 100,319 | $ 115,153 | $ 100,319 |
TOTAL REVENUES | 23,031 | 100,319 | 115,153 | 100,319 |
Cost of goods sold | ||||
Purchases-resale items | 5,297 | 88,513 | 116,177 | 88,513 |
TOTAL COGS | 5,297 | 88,513 | 116,177 | 88,513 |
Gross profit | 17,734 | 11,806 | (1,024) | 11,806 |
Operating costs | ||||
General and administrative expenses | 4,025 | 3,510 | 10,584 | 8,423 |
Professional fees | 1,100 | 1,000 | 9,400 | 4,700 |
Management fees | 1,500 | 1,500 | 3,000 | 3,000 |
Total operating costs | 6,625 | 6,010 | 22,984 | 16,123 |
Non-operating income(loss) | ||||
Change in fair value of derivative liability | 47,145 | 383,922 | ||
Loss of issuance on convertible debt | (12,086) | (284,091) | ||
Interest expense and loan fees | (6,079) | (49,289) | ||
Interest expense discount | (82,115) | (162,368) | ||
Total non-operating income(loss) | (53,135) | (111,826) | ||
NET ORDINARY INCOME (LOSS) | $ (42,026) | $ 5,796 | $ (135,834) | $ (4,317) |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 259,196,500 | 258,750,000 | 259,196,500 | 258,750,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (135,834) | $ (4,317) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Inventory | (132,005) | (17,697) |
Derivative liability | 50,669 | |
Debt discount | 868 | |
Loan from shareholder and related party | 9,000 | 11,900 |
Accounts payable | (2,350) | |
Convertible loans | 135,000 | |
Repayment of convertible loans | (47,004) | |
Accrued interest on convertible loans | 8,818 | |
Repayment of interest convertible loans | (1,063) | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 24,283 | (12,464) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issue of common stock | 10,267 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 10,267 | |
Net increase(decrease) in cash for the period | (101,284) | (12,464) |
Cash at the beginning of the period | 115,738 | 58,137 |
CASH AT END OF PERIOD | 14,454 | 45,673 |
Cash paid during year for : | ||
Interest | 8,818 | |
Income Taxes | ||
Non-cash transactions | ||
Common shares issued to pay principal on converted notes | $ 7,266 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Nov. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [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 | 6 Months Ended |
Nov. 30, 2016 | |
Going Concern Textual [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 $357,251 as of November 30, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or the existing cash on hand, loans from directors and/or private placement of common stock. Obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with personal cash, outside loans, or equity issuances. There is no guarantee that the Company will be able to raise any capital through any type of offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. Fair Value of Financial Instruments 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. 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 November 30, 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. The Company has losses for the six months ended November 30, 2016; therefore basic EPS equals diluted EPS. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A total of $9,000 for donated management fees was charged to Shareholder Loan for the six months ended November 30, 2016. As of November 30, 2016, there are loans from the majority shareholder and related party totalling $47,236.These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Nov. 30, 2016 | |
Stockholder's Equity [Abstract] | |
STOCKHOLDER'S EQUITY | 5. STOCKHOLDER’S EQUITY Between October 14 and 24, 2014, the Company authorized and issued 58,750,000 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. During fiscal year 2016, the Company issued 42,500 Common Shares at $0.0001 par value to an attorney for legal services rendered. At November 30, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 259,196,500 issued and outstanding. The 50-1 stock split has been shown retroactively. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Nov. 30, 2016 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 6. REVENUE RECOGNITION T he Company’s revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue 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 | 6 Months Ended |
Nov. 30, 2016 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | 7. CONVERTIBLE LOANS On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $40,000 (forty thousand dollars) with an original issue discount of $4,000 (four thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 16, 2017. Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. 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 for the six months 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 principle plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $124,890 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. On November 1, 2016, $4,004 of principal was converted into 154,000 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company fair valued the derivative at $91,172 resulting in a loss on the change in the fair of $52,011. As of November 30, 2016, the Company again fair valued the derivative at $36,845 resulting in a gain on the change in the fair value for the six months of $88,045. In addition, $18,175 of the debt discount has been amortized to interest expense. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan is $30,000 (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 L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. On November 28, 2016, $3,000 of principle was converted into 229,850 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company fair valued the derivative at $40,273 resulting in a gain on the change in the fair of $8,331. As of November 30, 2016, the Company again fair valued the derivative at $38,092 resulting in a gain on the change in the fair value for the six months of $70,708. In addition, $16,841 of the debt discount has been amortized to interest expense. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The 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 L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $42,358 resulting in a gain on the change in the fair value for the six months of $66,442. In addition, $16,849 of the debt discount has been amortized to interest expense. On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, L.L.C. The 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 L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Days 121 through 150, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $261,774 based on the Black Scholes Merton pricing model and a corresponding debt discount of $77,750 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $99,176 resulting in a gain on the change in the fair value for the six months of $162,598. In addition, $57,468 of the debt discount has been amortized to interest expense. On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principle amount of the loan is $55,000 (fifty-five thousand dollars) with an original issue discount of $3,000 three thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2, 2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $167,895 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $71,255 resulting in a gain on the change in the fair value for the six months of $96,640. In addition, $20,446 of the debt discount has been amortized to interest expense. On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principle amount of the loan is $80,000 (eighty thousand dollars) with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, L.L.C. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principleplus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016, the Company fair valued the derivative at $113,985 resulting in a gain on the change in the fair value for the six months of $114,125. In addition, $37,041 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of November 30, 2016, is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Repayments / Conversions Principal Balance 11/30/2016 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8% $ 40,000 $ (40,000) $ - Crown Bridge Partners, LLC (2) 4/19/2016 4/19/2017 8% 30,000 (4,004) 25,996 Adar Bays, LLC (2) 5/9/2016 5/9/2017 8% 30,000 (3,000) 27,000 Eagle Equities, LLC 5/9/2016 5/9/2017 8% 30,000 - 30,000 Auctus Fund, LLC 5/10/2016 2/10/2017 8% 77,750 - 77,750 JSJ Investments Inc. 6/2/2016 2/26/2017 8% 55,000 - 55,000 Black Forest Capital LLC 6/14/2016 6/14/2017 8% 80,000 - 80,000 Total $ 342,750 $ (47,004) $ 295,746 (1) This Note was repaid in full with cash on July 14, 2016. (2) Reductions are conversions to stock. A summary of outstanding convertible notes as of November 30, 2016, is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Debt Discount Net Principal Balance 11/30/2016 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 % 25,996 (7,821 ) 18,175 Adar Bays, LLC 5/9/2016 5/9/2017 8 % 27,000 (10,159 ) 16,841 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 (13,151 ) 16,849 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 (20,282 ) 57,468 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 (34,554 ) 20,446 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 (42,959 ) 37,041 Total $ 335,746 $ (168,926 ) $ 166,820 (1) This Note was repaid in full on July 14, 2016. A summary of the activity of the derivative liability for the notes above is as follows: Balance at May 31, 2016 $ 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 (433,697 ) Balance at November 30, 2016 $ 401,712 On November 1, 2016, Crown Bridge Partners, LLC. converted $4,004 of the principal loan into 154,000 shares of common stock at $0.026 per share. The balance of the loan at November 30, 2016 is $25,996. On November 22, 2016, Auctus Fund, L.L.C. converted $3,265.50 of the accrued unpaid interest into 250,000 shares of common stock at $0.01305 per share. The balance of the loan at November 30, 2016 is $77,750 and accrued interest is $77.34. |
Correction of an Error
Correction of an Error | 6 Months Ended |
Nov. 30, 2016 | |
Correction of an Error [Abstract] | |
CORRECTION OF AN ERROR | 8. CORRECTION OF AN ERROR On February 27, 2015 an Individual sale of $100,000 was erroneously recorded as part of a sale of $507,722. In fact, this wasn’t correct, but an “Accounts Receivable” was set up for that amount and reduced by the $100,000. Then on September 18, 2015, again a single sale of $35,100 was then erroneously recorded as part of the original $507,722 sale and the “Accounts Receivable” was reduced by $35,100 leaving a balance of $372,622. These errors were discovered during the compilation of these financial statements for the period ending November 30, 2016, and corrected. Therefore there is no longer an “Accounts Receivable” and the above mentioned $135,100 has been recorded as sales income for the previous periods ended February 2015 and November 2015. The following table summarizes the changes as of May 31, 2016: As Previously Reported Adjustment As Restated Accounts Receivable $ 372,622 ($ 372,622 ) $ — Accounts Payable $ 319,795 ($ 319,070 ) $ 725 Deferred Revenue $ 507,722 ($ 507,722 ) $ — Accumulated Deficit ($ 649,241 ) $ 454,170 ($ 195,071 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company has evaluated all events and transactions that occurred after November 30, 2016 up through the date these financial statements were available for issuance. It has been determined that the following events are material: On December 5, 2016, the Company entered into an initial one year consulting agreement with Adebayo Ladipo. He has been compensated by receiving 7,500,000 shares of common stock at a par value of $0.0001 per share. At no time is he considered an employee of the Company. He is an Independent Contractor and able to pursue other interests. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. |
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 November 30, 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. The Company has losses for the six months ended November 30, 2016; therefore basic EPS equals diluted EPS. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Convertible Loans (Tables)
Convertible Loans (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Convertible Loans [Abstract] | |
Schedule of outstanding convertible notes | Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Repayments / Conversions Principal Balance 11/30/2016 Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017 8% $ 40,000 $ (40,000) $ - Crown Bridge Partners, LLC (2) 4/19/2016 4/19/2017 8% 30,000 (4,004) 25,996 Adar Bays, LLC (2) 5/9/2016 5/9/2017 8% 30,000 (3,000) 27,000 Eagle Equities, LLC 5/9/2016 5/9/2017 8% 30,000 - 30,000 Auctus Fund, LLC 5/10/2016 2/10/2017 8% 77,750 - 77,750 JSJ Investments Inc. 6/2/2016 2/26/2017 8% 55,000 - 55,000 Black Forest Capital LLC 6/14/2016 6/14/2017 8% 80,000 - 80,000 Total $ 342,750 $ (47,004) $ 295,746 (1) This Note was repaid in full with cash on July 14, 2016. (2) Reductions are conversions to stock. |
Summary of the activity of the debt discount | Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Debt Discount Net Principal Balance 11/30/2016 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 % 25,996 (7,821 ) 18,175 Adar Bays, LLC 5/9/2016 5/9/2017 8 % 27,000 (10,159 ) 16,841 Eagle Equities, LLC 5/9/2016 5/9/2017 8 % 30,000 (13,151 ) 16,849 Auctus Fund, LLC 5/10/2016 2/10/2017 8 % 77,750 (20,282 ) 57,468 JSJ Investments Inc. 6/2/2016 2/26/2017 8 % 55,000 (34,554 ) 20,446 Black Forest Capital LLC 6/14/2016 6/14/2017 8 % 80,000 (42,959 ) 37,041 Total $ 335,746 $ (168,926 ) $ 166,820 (1) This Note was repaid in full on July 14, 2016. |
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 (433,697 ) Balance at November 30, 2016 $ 401,712 |
Correction of an Error (Tables)
Correction of an Error (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Correction of an Error [Abstract] | |
Summarizes the changes of accounts | As Previously Reported Adjustment As Restated Accounts Receivable $ 372,622 ($ 372,622 ) $ — Accounts Payable $ 319,795 ($ 319,070 ) $ 725 Deferred Revenue $ 507,722 ($ 507,722 ) $ — Accumulated Deficit ($ 649,241 ) $ 454,170 ($ 195,071 ) |
Going Concern (Details)
Going Concern (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Going Concern Textual [Abstract] | ||
Accumulated deficit | $ (357,251) | $ (221,418) |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Related Party Transactions (Textual) | |
Description of related party transaction | Agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. |
Monthly rent | $ 1,000 |
Executive compensation value | 500 |
Donated management fees | 9,000 |
Related party total | 47,236 |
Management fees and office premises | $ 1,500 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | Oct. 24, 2014 | Nov. 30, 2016 | May 31, 2016 | Jun. 05, 2015 | May 31, 2015 |
Stockholder's Equity (Textual) | |||||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, shares issued | 259,196,500 | 258,792,500 | |||
Common stock, shares outstanding | 259,196,500 | 258,792,500 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock issued for legal services rendered | 42,500 | ||||
Common shares issued for legal services, par value | $ 0.05 | $ 0.0001 | |||
Stock split, description | The 50-1 stock split has been shown retroactively. | ||||
Common stock issued to investors | 58,750,000 | ||||
Net proceeds from investors | $ 58,750 | ||||
Forward stock split, description | The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. | ||||
Common Stock [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 ($) | 1 Months Ended | 6 Months Ended | |||||
May 09, 2016 | Nov. 30, 2016 | Nov. 28, 2016 | Nov. 01, 2016 | Nov. 30, 2015 | |||
Short-term Debt [Line Items] | |||||||
Amount of Note | $ 342,750 | ||||||
Repayments / Conversions | (47,004) | ||||||
Principal Balance | $ 295,746 | $ 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 | $ 40,000 | [1] | $ 4,004 | ||||
Repayments / Conversions | [1] | (40,000) | |||||
Principal Balance | [1] | ||||||
Crown Bridge Partners, LLC One [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Issue Date | [2] | Apr. 19, 2016 | |||||
Maturity Date | [2] | Apr. 19, 2017 | |||||
Stated Interest Rate | [2] | 8.00% | |||||
Amount of Note | [2] | $ 30,000 | |||||
Repayments / Conversions | [2] | (4,004) | |||||
Principal Balance | [2] | $ 25,996 | |||||
Adar Bays, LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Issue Date | May 9, 2016 | May 9, 2016 | |||||
Maturity Date | May 9, 2017 | May 9, 2017 | |||||
Stated Interest Rate | 8.00% | 8.00% | |||||
Amount of Note | $ 30,000 | $ 30,000 | $ 3,000 | ||||
Repayments / Conversions | (3,000) | ||||||
Principal Balance | $ 27,000 | ||||||
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. | ||||||
[2] | Reductions are conversions to stock. |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 09, 2016 | Nov. 30, 2016 | ||
Short-term Debt [Line Items] | |||
Amount of Note | $ 335,746 | ||
Debt Discount | 168,926 | ||
Net Principal Balance | $ 166,820 | ||
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 | |
Debt Discount | [1] | (40,000) | |
Net Principal Balance | [1] | ||
Crown Bridge Partners, LLC One [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | [2] | Apr. 19, 2016 | |
Maturity Date | [2] | Apr. 19, 2017 | |
Stated Interest Rate | [2] | 8.00% | |
Amount of Note | [1] | $ 25,996 | |
Debt Discount | [1] | (7,821) | |
Net Principal Balance | [1] | $ 18,175 | |
Adar Bays, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 9, 2016 | May 9, 2016 | |
Maturity Date | May 9, 2017 | May 9, 2017 | |
Stated Interest Rate | 8.00% | 8.00% | |
Amount of Note | $ 27,000 | ||
Debt Discount | (10,159) | ||
Net Principal Balance | $ 16,841 | ||
Eagle Equities, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 9, 2016 | ||
Maturity Date | May 9, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 30,000 | ||
Debt Discount | (13,151) | ||
Net Principal Balance | $ 16,849 | ||
Auctus Fund, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | May 10, 2016 | ||
Maturity Date | Feb. 10, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 77,750 | ||
Debt Discount | (20,282) | ||
Net Principal Balance | $ 57,468 | ||
JSJ Investments Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Jun. 2, 2016 | ||
Maturity Date | Feb. 26, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 55,000 | ||
Debt Discount | (34,554) | ||
Net Principal Balance | $ 20,446 | ||
Black Forest Capital LLC [Member] | |||
Short-term Debt [Line Items] | |||
Issue Date | Jun. 14, 2016 | ||
Maturity Date | Jun. 14, 2017 | ||
Stated Interest Rate | 8.00% | ||
Amount of Note | $ 80,000 | ||
Debt Discount | (42,959) | ||
Net Principal Balance | $ 37,041 | ||
[1] | This Note was repaid in full with cash on July 14, 2016. | ||
[2] | Reductions are conversions to stock. |
Convertible Loans (Details 2)
Convertible Loans (Details 2) | 6 Months Ended |
Nov. 30, 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 | (433,697) |
Balance at November 30, 2016 | $ 401,712 |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) | Jul. 14, 2016 | Jun. 14, 2016 | Jun. 02, 2016 | Nov. 28, 2016 | Nov. 22, 2016 | Nov. 01, 2016 | May 10, 2016 | May 09, 2016 | Apr. 19, 2016 | Feb. 16, 2016 | Nov. 30, 2016 | Jun. 03, 2016 | Nov. 30, 2015 | ||
Convertible Loans (Textual) | |||||||||||||||
Principal amount of loan | $ 342,750 | ||||||||||||||
Original issue discount | 168,926 | ||||||||||||||
Remaining debt discount | $ (134,148) | ||||||||||||||
Derivative liability at its fair value | $ 71,192,000 | $ 401,712 | $ 510,596 | ||||||||||||
Gain on the change in the fair value | 17,664 | ||||||||||||||
Black Scholes Merton Pricing Model [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Original issue discount | $ 30,000 | $ 40,000 | |||||||||||||
Derivative liability at its fair value | $ 124,890 | 134,892 | |||||||||||||
Crown Bridge Partners, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | [1] | Feb. 16, 2016 | |||||||||||||
Principal amount of loan | $ 4,004 | $ 40,000 | [1] | ||||||||||||
Original issue discount | [1] | $ (40,000) | |||||||||||||
Interest rate | [1] | 8.00% | |||||||||||||
Due date | [1] | Feb. 16, 2017 | |||||||||||||
Remaining debt discount | 28,493 | $ (133,280) | |||||||||||||
Derivative liability at its fair value | $ 91,172 | 36,845 | |||||||||||||
Converted into shares of common stock | 154,000 | ||||||||||||||
Debt discount amortized | 18,175 | ||||||||||||||
Loan fees | 25,996 | ||||||||||||||
Gain on the change in the fair value | $ 52,011 | $ 88,045 | |||||||||||||
Gain on settlement of debt | $ 71,192 | ||||||||||||||
Common stock per share | $ 0.026 | ||||||||||||||
Crown Bridge Partners, LLC One [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | [2] | Apr. 19, 2016 | |||||||||||||
Principal amount of loan | [2] | $ 30,000 | |||||||||||||
Original issue discount | [1] | $ (7,821) | |||||||||||||
Interest rate | [2] | 8.00% | |||||||||||||
Due date | [2] | Apr. 19, 2017 | |||||||||||||
Adar Bays, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | May 9, 2016 | May 9, 2016 | |||||||||||||
Principal amount of loan | $ 3,000 | $ 30,000 | $ 30,000 | ||||||||||||
Original issue discount | $ (10,159) | ||||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||||
Due date | May 9, 2017 | 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. | ||||||||||||||
Derivative liability at its fair value | $ 40,273 | $ 38,092 | |||||||||||||
Converted into shares of common stock | 229,850 | ||||||||||||||
Debt discount amortized | 16,841 | ||||||||||||||
Gain on the change in the fair value | $ 8,331 | $ 70,708 | |||||||||||||
Adar Bays, LLC [Member] | Black Scholes Merton Pricing Model [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Derivative liability at its fair value | $ 108,800 | ||||||||||||||
Debt discount amortized | 30,000 | ||||||||||||||
Eagle Equities, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | May 9, 2016 | ||||||||||||||
Principal amount of loan | $ 30,000 | ||||||||||||||
Original issue discount | $ (13,151) | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | May 9, 2017 | ||||||||||||||
Derivative liability at its fair value | $ 42,358 | ||||||||||||||
Debt discount amortized | 16,849 | ||||||||||||||
Gain on the change in the fair value | $ 66,442 | ||||||||||||||
Eagle Equities, LLC [Member] | Black Scholes Merton Pricing Model [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Derivative liability at its fair value | 108,800 | ||||||||||||||
Loan fees | $ 30,000 | ||||||||||||||
Auctus Fund, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | May 10, 2016 | ||||||||||||||
Principal amount of loan | $ 77,750 | ||||||||||||||
Original issue discount | $ (20,282) | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | Feb. 10, 2017 | ||||||||||||||
Derivative liability at its fair value | $ 99,176 | ||||||||||||||
Converted into shares of common stock | 250,000 | ||||||||||||||
Debt discount amortized | 57,468 | ||||||||||||||
Loan fees | 77,750 | ||||||||||||||
Gain on the change in the fair value | 162,598 | ||||||||||||||
Common stock per share | $ 0.01305 | ||||||||||||||
Accrued unpaid interest | $ 3,265.50 | $ 77.34 | |||||||||||||
Auctus Fund, LLC [Member] | Black Scholes Merton Pricing Model [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Derivative liability at its fair value | $ 261,774 | ||||||||||||||
Debt discount amortized | $ 77,750 | ||||||||||||||
JSJ Investments Inc. [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | Jun. 2, 2016 | ||||||||||||||
Principal amount of loan | $ 55,000 | ||||||||||||||
Original issue discount | $ (34,554) | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | Feb. 26, 2017 | ||||||||||||||
Derivative liability at its fair value | $ 71,255 | ||||||||||||||
Gain on the change in the fair value | $ 96,640 | ||||||||||||||
JSJ Investments Inc. [Member] | Black Scholes Merton Pricing Model [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Derivative liability at its fair value | $ 167,895 | ||||||||||||||
Debt discount amortized | $ 55,000 | ||||||||||||||
Black Forest Capital LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | Jun. 14, 2016 | ||||||||||||||
Principal amount of loan | $ 80,000 | ||||||||||||||
Original issue discount | $ (42,959) | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | Jun. 14, 2017 | ||||||||||||||
Derivative liability at its fair value | $ 113,985 | ||||||||||||||
Debt discount amortized | 37,041 | ||||||||||||||
Gain on the change in the fair value | $ 114,125 | ||||||||||||||
Black Forest Capital LLC [Member] | Black Scholes Merton Pricing Model [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Derivative liability at its fair value | $ 228,110 | ||||||||||||||
Debt discount amortized | $ 80,000 | ||||||||||||||
Convertible Promissory Note (Member) | Crown Bridge Partners, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | Apr. 19, 2016 | Feb. 16, 2016 | |||||||||||||
Principal amount of loan | $ 30,000 | $ 40,000 | |||||||||||||
Original issue discount | $ 3,500 | $ 4,000 | |||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||||
Due date | Apr. 19, 2017 | Feb. 16, 2017 | |||||||||||||
Description of loan accrued interest | The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principle 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 | ||||||||||||||
Gain on the change in the fair value | $ 124,890 | ||||||||||||||
Conversion rate of discount | 48.00% | 48.00% | |||||||||||||
Convertible Promissory Note (Member) | Auctus Fund, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | May 10, 2016 | ||||||||||||||
Principal amount of loan | $ 77,750 | ||||||||||||||
Original issue discount | $ 6,750 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | May 10, 2017 | ||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Days 121 through 150, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. | ||||||||||||||
Convertible Promissory Note (Member) | JSJ Investments Inc. [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | Jun. 2, 2016 | ||||||||||||||
Principal amount of loan | $ 55,000 | ||||||||||||||
Original issue discount | $ 3,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | Jun. 2, 2017 | ||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principal plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. | ||||||||||||||
Loan fees | $ 2,000 | ||||||||||||||
Convertible Promissory Note (Member) | Black Forest Capital LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | Jun. 14, 2016 | ||||||||||||||
Principal amount of loan | $ 80,000 | ||||||||||||||
Original issue discount | $ 8,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | Jun. 14, 2017 | ||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. Day 121 through 150 days, pre-paying the principleplus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. | ||||||||||||||
Loan fees | $ 2,000 | ||||||||||||||
Convertible Redeemable Note [Member] | Eagle Equities, LLC [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Issue Date | May 9, 2016 | ||||||||||||||
Principal amount of loan | $ 30,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Due date | May 9, 2017 | ||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. | ||||||||||||||
[1] | This Note was repaid in full with cash on July 14, 2016. | ||||||||||||||
[2] | Reductions are conversions to stock. |
Correction of an Error (Details
Correction of an Error (Details) - USD ($) | Nov. 30, 2016 | May 31, 2016 | Nov. 30, 2015 | Sep. 18, 2015 | Feb. 27, 2015 |
Accounts Receivable | $ 35,100 | $ 100,000 | |||
Deferred Revenue | $ 401,710 | $ 351,041 | |||
Accumulated Deficit | $ (357,251) | $ (221,418) | |||
As Previously Reported [Member] | |||||
Accounts Receivable | $ 372,622 | ||||
Accounts Payable | 319,795 | ||||
Deferred Revenue | 507,722 | ||||
Accumulated Deficit | (649,241) | ||||
Adjustment [Member] | |||||
Accounts Receivable | (372,622) | ||||
Accounts Payable | (319,070) | ||||
Deferred Revenue | (507,722) | ||||
Accumulated Deficit | 454,170 | ||||
As Restated [Member] | |||||
Accounts Receivable | |||||
Accounts Payable | 725 | ||||
Deferred Revenue | |||||
Accumulated Deficit | $ (195,071) |
Correction of an Error (Detai26
Correction of an Error (Details Textual) - USD ($) | Sep. 18, 2015 | Feb. 27, 2015 |
Correction of an Error (Textual) | ||
Accounts Receivable | $ 35,100 | $ 100,000 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jan. 11, 2017 | Dec. 05, 2016 | Nov. 30, 2016 | May 31, 2016 | Oct. 24, 2014 |
Subsequent Event [Line Items] | |||||
Common stock issued for compensated with Adebayo Ladipo, par value | $ 0.0001 | $ 0.05 | |||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, shares issued | 259,196,500 | 258,792,500 | |||
Common stock, shares outstanding | 259,196,500 | 258,792,500 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock issued for compensated with Adebayo Ladipo | 7,500,000 | ||||
Common stock issued for compensated with Adebayo Ladipo, par value | $ 0.0001 | ||||
Common stock issued for conversions | 184,748,966 | ||||
Common Stock, shares authorized | 500,000,000 | ||||
Common stock, shares issued | 451,640,836 | ||||
Common stock, shares outstanding | 451,640,836 | ||||
Common stock reserved, shares | 43,646,325 | ||||
Common stock avaliable for future issue | 4,712,839 |