Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2017 | Sep. 12, 2017 | Nov. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Bemax, Inc. | ||
Entity Central Index Key | 1,613,895 | ||
Trading Symbol | BMXC | ||
Amendment Flag | true | ||
Amendment Description | Amendment. | ||
Current Fiscal Year End Date | --05-31 | ||
Document Type | 10-K/A | ||
Document Period End Date | May 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 301,640,836 |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2017 | May 31, 2016 |
Current Assets: | ||
Cash | $ 39,386 | $ 115,738 |
Prepaid expenses | 44,048 | |
Inventory | 194,320 | 189,823 |
Total current assets | 277,754 | 305,561 |
Non-Current Assets: | ||
Property and equipment | 14,953 | 500 |
Other assets (Note 5) | 181,000 | |
Total non-current assets | 195,953 | 500 |
Total Assets | 473,707 | 306,061 |
Current Liabilities: | ||
Accounts payable | 12,800 | |
Accrued interest on convertible loans | 6,966 | 1,845 |
Accruals, related party | 45,000 | 27,000 |
Derivative liability | 449,975 | 351,041 |
Convertible loans, net of discount of $237,608 and $134,148, respectively | 192,392 | 73,602 |
Loan from shareholder and related party | 11,438 | 11,236 |
Total current liabilities | 718,571 | 464,724 |
Total Liabilities | 718,571 | 464,724 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock series B, $0.0001 par value, 50,000,000 shares authorized; 50,000,000 and 0 shares issued and outstanding, respectively | 5,000 | |
Common stock, $0.0001 par value, 850,000,000 shares authorized; 301,640,836 and 258,792,500 shares issued and outstanding, respectively | 30,164 | 25,879 |
Additional paid-in capital | 1,533,092 | 36,875 |
Accumulated deficit | (1,813,120) | (221,417) |
Total Deficit | (244,864) | (158,663) |
Total Liabilities and Stockholders' Equity | $ 473,707 | $ 306,061 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | May 31, 2017 | May 31, 2016 |
Convertible loans, net of discount | $ 237,608,000 | $ 134,148 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 850,000,000 | 850,000,000 |
Common stock, shares issued | 301,640,836 | 258,792,500 |
Common stock, shares outstanding | 301,640,836 | 258,792,500 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 50,000,000 | 0 |
Preferred stock, shares outstanding | 50,000,000 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 144,507 | $ 573,838 |
Cost of goods sold | 303,340 | 476,797 |
Gross Margin | (158,833) | 97,041 |
Operating Expenses: | ||
Consulting fees | 63,000 | |
Professional fees | 32,325 | 12,304 |
Management fees | 6,000 | 6,000 |
General and administrative | 88,632 | 21,846 |
Total Operating Expenses | 189,957 | 40,150 |
Income (loss) from operations | (348,790) | 56,891 |
Other Income (Expense): | ||
Interest expense and loan fees | (62,595) | (13,044) |
Interest expense - debt discount | (360,566) | (11,102) |
Change in fair value of derivative | (319,318) | 128,333 |
Loss on issuance of convertible debt | (500,434) | (358,374) |
Total other expense | (1,242,913) | (254,187) |
Net loss | $ (1,591,703) | $ (197,296) |
Basic and diluted loss per share | $ (0.01) | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 290,913,798 | 258,792,500 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) | USD ($) |
Balance at May. 31, 2015 | $ 38,629 |
Stock issued for services | 4 |
Net loss | (197,296) |
Balance at May. 31, 2016 | (158,663) |
Stock issued for services | 75,000 |
Stock issued for the conversion of debt | 1,430,502 |
Net loss | (1,591,703) |
Balance at May. 31, 2017 | $ (244,864) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
CASH FLOW FROM OPERATING ACTIVITES: | ||
Net loss | $ (1,591,703) | $ (197,296) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 37,500 | 4 |
Change in fair value of derivative | 319,318 | (128,333) |
Loss on issuance of convertible debt | 500,434 | 358,374 |
Impairment expense | 194,320 | |
Loan fees | 22,537 | |
Amortization of debt discount | 360,566 | 11,102 |
Depreciation expense | 772 | |
Changes in Operating Assets and Liabilities: | ||
Prepaids | (44,408) | |
Inventory | (198,817) | (189,823) |
Other assets | (181,000) | |
Accounts payable | 12,800 | (2,672) |
Accrued interest on convertible loans | 21,002 | 1,845 |
Accruals, related party | 18,000 | 18,000 |
Net Cash Used in Operating Activities | (528,679) | (128,799) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of vehicle | (15,125) | |
Net Cash Used in Investing Activities | (15,125) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 507,250 | 183,500 |
Repayment of convertible loans | (40,000) | |
Loan from shareholder and related party | 202 | 2,900 |
Net Cash Provided by Financing Activities | 467,452 | 186,400 |
NET INCREASE (DECREASE) IN CASH | (76,352) | 57,601 |
CASH AT BEGINNING OF YEAR | 115,738 | 58,137 |
CASH AT END OF YEAR | 39,386 | 115,738 |
Cash paid during period for: | ||
Interest | ||
Income Taxes | ||
Non-Cash Financing Activities: | ||
Common stock issued for debt | $ 302,750 |
Nature of Operations
Nature of Operations | 12 Months Ended |
May 31, 2017 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS BEMAX INC. (“The Company”) was incorporated in the State of Nevada on November 28, 2012 to engage in the business of exporting disposable baby diapers manufactured in the United States and then distributing them throughout Europe and South Africa. The Company is in the development stage with limited revenues and very limited operating history. |
Going Concern
Going Concern | 12 Months Ended |
May 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has had minimal revenue and has an accumulated a deficit of $1,813,120 as of May 31, 2017. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise 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, loans from officers/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. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s Year End is May 31. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended May 31, 2017 or 2016. Inventories Inventories are valued at the lower of cost or market. Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower. Property and Equipment Property and equipment are carried at the lower of cost or net realizable value. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method over the asset’s useful life. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at May 31, 2017. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: May 31, 2017: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 449,975 $ (319,318) May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 351,041 $ 128,333 Derivative Financial Instruments Derivative liabilities are recognized in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board ( “FASB” “ASC” – Derivatives and Hedging – Embedded Derivatives “ASC 815-15” The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of May 31, 2017, the embedded conversion feature of $449,975 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations. Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Revenue Recognition We follow ASC 605-10-S99-1, Revenue Recognition 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. Stock-Based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, Basic and Diluted Net (Loss) per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The Company’s diluted loss per share is the same as the basic loss per share for the years ended May 31, 2017 and 2016, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended May 31, 2017. Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17— Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU 2016-02— Leases (Topic 842) Leases (FAS 13) In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-15— Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB’s Emerging Issues Task Force) The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
May 31, 2017 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4—PROPERTY AND EQUIPMENT Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation consisted of the following at May 31: 2017 2016 Computer equipment $ 500 $ 500 Vehicle 15,225 - Less: accumulated depreciation (772) - Fixed assets, net $ 14,953 $ 500 Depreciation Expense Depreciation expense for the years ended May 31, 2017 and 2016, was $772 and $0, respectively. |
Other Assets
Other Assets | 12 Months Ended |
May 31, 2017 | |
Other Assets [Abstract] | |
OTHER ASSETS | NOTE 5 – OTHER ASSETS On March 27, 2017, the Company entered into an Option to obtain a Property Lease Agreement (“the lease”) with Simfox Enterprises aka Achievers Nursery School. This is a development property situated in Lagos, Nigeria. The lease is for 30 years with two successive five-year extensions at the option of the Company. Consideration for the Option is $300,000 with $110,000 due immediately and the balance by installments on August 30, 2017. As of May 31, 2017, the Company has paid $181,000 leaving a balance of $119,000. In addition, the Company has agreed, subject to the signing of the Definitive Document, to pay Simfox Enterprises, a $390,000 refundable good faith deposit. This will be held by Simfox in an interest-bearing account to be returned to Bemax plus interest, on completion of the development of the property by the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 - 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. As of May 31, 2017 and 2016, there is $45,000 and $27,000 accrued for these fees, respectively. As of May 31, 2017 and 2016, there are loans from the majority shareholder and related party of $11,438 and $11,236, respectively. These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and non-interest bearing. During the year ended May 31, 2017, the Company paid $5,425 for expense reimbursement to our CEO. Expenses were incurred for travel and travel related costs |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
May 31, 2017 | |
Stockholder's Equity [Abstract] | |
STOCKHOLDER'S EQUITY | NOTE 7 - STOCKHOLDER’S EQUITY During the year ended May 31, 2016, the Company issued 42,500 shares of common stock at par value of $0.0001 to an attorney for legal services rendered for total non-cash expense of $4.25. On December 5, 2016, the Company issued 7,500,000 shares of common stock per the terms of a one-year consulting agreement. The shares were valued at $0.01 per share for total non-cash expense of $75,000. The expense is being amortized over the term of the agreement. As of May 31, 2017 $37,500 has been debited to consulting expensed. On January 24, 2017, the Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares. On May 18, 2017, the Company amended its Articles of Incorporation increasing the authorized issue of common stock from 500,000,000 to 850,000,000. The par value remains the same at $0.0001 per share. During the year ended May 31, 2017, the Company converted $318,631 of principle and accrued interest into 185,348,336 shares of common stock. All conversions were completed pursuant to the terms of their respective convertible promissory notes. No gains or losses were recognized as a result of the conversions. |
Preferred Stock
Preferred Stock | 12 Months Ended |
May 31, 2017 | |
Stockholder's Equity [Abstract] | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK On January 23, 2017, the Board of Directors designated a series of preferred stock titled Series B Preferred Stock consisting of 50,000,000 shares with a $0.0001 par value. Each share of Series B preferred stock has voting rights of 10 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into three shares of common stock at any time after a one year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series B preferred stock have no liquidation rights. On January 24, 2017, the Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares. |
Convertible Loans
Convertible Loans | 12 Months Ended |
May 31, 2017 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 9 - CONVERTIBLE LOANS On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan was $40,000 with an original issue discount of $4,000 and carries an interest rate of 8% per annum. It became due and payable with accrued interest on February 16, 2017. The Company had the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. On July 14, 2016, the Company repaid the $40,000 of principal, $1,307 of accrued interest and a $20,965 early payment penalty. As a result of repayment of the note the Company recognized the remaining debt discount of $2,833. The Company repaid the note prior to when the convertible feature was effective; therefore, there are no derivatives related to the embedded conversion feature. On April 19, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan was $30,000 with an original issue discount of $3,500 and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 2017. Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is at a discount of 48% applied to the lowest price for ten days prior to the actual date of conversion. The company bifurcated the conversion feature and accounted for it as a derivative liability. On October 19, 2016, the Company recorded the derivative liability at its fair value of $38,586 based on the Black Scholes Merton pricing model and a corresponding debt discount of $26,500 to be amortized utilizing the interest method of accretion over the term of the note. On November 1, 2016, $4,004 of principle 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 valued the derivative at $91,172 resulting in a loss on the change in the fair value of $52,586. During the third quarter the remaining principal and accrued interest of $25,996 and $1,511, respectively, were fully converted into 19,262,747 shares of common stock resulting in the immediate amortization of the remaining debt discount of $25,736 and a $107,480 credit to additional paid in capital. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan was $30,000 and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Adar Bays, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 48% applied to the lowest price for fifteen days prior to the actual date of conversion. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. On November 28, 2016, $3,000 of principal was converted into 229,850 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company valued the derivative at $40,273 resulting in a gain on the change in the fair value of $8,331. During the third quarter the remaining principal and accrued interest of $27,000 and $1,453, respectively, were fully converted into 22,030,353 shares of common stock resulting in the immediate amortization of the remaining debt discount of $13,159 and a $105,878 credit to additional paid in capital. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principal amount of the loan was $30,000 and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities, LLC. had the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate is at a discount of 48% of the lowest trading price for fifteen days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued interest of $30,000 and $1,459, respectively, were fully converted into 16,845,031 shares of common stock resulting in the immediate amortization of the remaining debt discount of $13,151 and a $143,634 credit to additional paid in capital. On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. The principal amount of the loan was $77,750 with an original issue discount of $6,750 and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017. Auctus Fund, LLC. had the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 48% of the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $261,774 based on the Black Scholes Merton pricing model and a corresponding debt discount of $77,750 to be amortized utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued interest of $77,750 and $605, respectively, were fully converted into 43,741,990 shares of common stock resulting in the immediate amortization of the remaining debt discount of $20,282 and a $467,591 credit to additional paid in capital. On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan was $55,000, with an original issue discount of $3,000, a payment of $2,000 in loan fees 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $167,895 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000 to be amortized utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued interest of $55,000 and $2,395, respectively, were fully converted into 32,463,378 shares of common stock resulting in the immediate amortization of the remaining debt discount of $34,554 and a $190,914 credit to additional paid in capital. On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan was $80,000, with an original issue discount of $8,000, a payment of $2,000 for loan fees 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be amortized utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued interest of $80,000 and $3,254, respectively, were fully converted into 55,208,045 shares of common stock resulting in the immediate amortization of the remaining debt discount of $42,959 and a $396,470 credit to additional paid in capital. On December 28, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $46,000 with an original issue discount of $6,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 28, 2017. Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 45% applied to the lowest trading price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180. As of May 31, 2017, $1,575 of the debt discount has been amortized to interest expense. On March 20, 2017, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $114,000 with an original issue discount of $14,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on March 20, 2018.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 43% applied to the lowest trading 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 125% interest and 91 days through 180 for a cash payment of the principal plus 135% interest. The Company cannot prepay any amount outstanding after 180 days. As of May 31, 2017, $1,799 of the debt discount has been amortized to interest expense. On March 27, 2017, the Company issued a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the loan is $125,000 with an original issue discount of $9,250 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 22, 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 40% applied to the three lowest trading prices 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 180 for a cash payment of the principal plus 145% 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 $204,373 based on the Black Scholes Merton pricing model and a corresponding debt discount of $125,000 to be amortized utilizing the interest method of accretion over the term of the note. As of May 31, 2017, the Company fair valued the derivative at $199,080 resulting in a gain on the change in the fair value of $5,293. In addition, $29,545 of the debt discount has been amortized to interest expense. As of May 31, 2017, $1,781 of the debt discount has been amortized to interest expense. On April 4, 2017, the Company issued a Convertible Promissory Note in favor of Auctus, Fund, LLC. The principal amount of the loan is $145,000 with an original issue discount of $15,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 22, 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 40% applied to the lowest trading 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 125% interest and 91 days through 180 for a cash payment of the principal plus 140% 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 $257,720 based on the Black Scholes Merton pricing model and a corresponding debt discount of $145,000 to be amortized utilizing the interest method of accretion over the term of the note. As of May 31, 2017, the Company fair valued the derivative at $250,895 resulting in a gain on the change in the fair value of $6,825. In addition, $30,955 of the debt discount has been amortized to interest expense. As of May 31, 2017, $1,811 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of May 31, 2017 and 2016 is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate 5/31/2016 Additions Repayments / Conversions Principal Balance 5/31/2017 Crown Bridge Partners, LLC 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 ) - Crown Bridge Partners, LLC 12/28/2016 12/28/2017 8 % - 46,000 - 46,000 JSJ Investments, Inc. 6/2/2016 2/26/2017 8 % - 55,000 (55,000 ) - Black forest Capital, LLC 6/14/2016 6/14/2017 8 % - 80,000 (80,000 ) - Crown Bridge Partners, LLC 03/20/2017 03/20/2018 8 % - 114,000 - 114,000 JSJ Investments, Inc. 03/27/2017 12/22/2017 8 % - 125,000 - 125,000 Auctus Fund,,LLC 04/04/2017 12/30/2017 8 % - 145,000 - 145,000 Total 207,750 565,000 (342,750 ) 430,000 Less debt discount (134,148 ) - - (237,608 ) $ 73,602 565,000 (342,750 ) 192,392 A summary of the activity of the derivative liability for the notes above is as follows: Balance at May 31, 2015 $ - Increase to derivative due to new issuances 479,374 Derivative (gain) due to mark to market adjustment (128,333 ) Balance at May 31, 2016 351,041 Increase to derivative due to new issuances 896,686 Decrease due to debt settlement (1,117,070 ) Derivative loss due to mark to market adjustment 319,318 Balance at May 31, 2017 $ 449,975 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the year ended May 31, 2017 is as follows: Inputs May 31, 2017 Initial Valuation Stock price $ .0074 $ .02 – .0258 Conversion price $ .004 $ .01 – .013 Volatility (annual) 291.5 % 283% - 285.85% Risk-free rate 1.08 % .955% - .975% Years to maturity .58 .75 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. |
Correction of Errors
Correction of Errors | 12 Months Ended |
May 31, 2017 | |
Correction of Errors [Abstract] | |
CORRECTION OF ERRORS | NOTE 9 - CORRECTION OF ERRORS The Company has discovered that there were errors in prior periods regarding revenue, expense and derivative recognition for derivatives related to the embedded conversion features of convertible notes. As a result, the prior periods in these financial statements have been adjusted. |
Income Tax
Income Tax | 12 Months Ended |
May 31, 2017 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 10 — INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The provision for Federal income tax consists of the following at May 31: 2017 2016 Federal income tax benefit attributable to: Current Operations $ 541,179 $ 221,417 Less: valuation allowance (541,179) (221,417) Net provision for Federal income taxes $ — $ The valuation allowance increased by $319,762 in FY 2017 as a result of the Company using net operating losses from 2016 and generating additional net operating losses in 2017. The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows at May 31: 2017 2016 Deferred tax asset attributable to: Net operating loss carryover $ 616,461 $ 221,417 Less: valuation allowance (616,461) (221,417) Net deferred tax asset $ — $ — At May 31, 2017, we had net operating loss carryforwards of approximately $1,800,000 that may be offset against future taxable income through the year 2037. No tax benefit has been reported in the May 31, 2017, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2014. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS In accordance with ASC 855-10, Subsequent Events On June 2, 2017, the Company issued a Convertible Promissory Note in favor of GS Capital Partners, LLC. The principal amount of the loan is $132,000 with an original issue discount of $15,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2, 2018. GS Capital 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 36% applied to the lowest trading 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 120% interest and 91 days through 180 for a cash payment of the principal plus 130% interest. The Company cannot prepay any amount outstanding after 180 days. On July 18, 2017, the Company issued a Collateralized Secured Promissory Note in favor of GS Capital Partners, LLC. The principal amount of the loan is $105,000 with an original issue discount of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on March 18, 2018. The Company may pay off the loan and accrued interest at any time. On August 3, 2017, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. (“JSJ”). The principal amount of the loan is $60,000 with an original issue discount and fees of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 3, 2018. JSJ 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 40% applied to the five lowest trading prices 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 180 for a cash payment of the principal plus 140% interest. The Company cannot prepay any amount outstanding after 180 days. Subsequent to May 31, 2017, the Company paid $119,000 for its Property Lease Agreement with Simfox Enterprises and $36,000 towards its construction agreement. Subsequent to May 31, 2017, the Company paid off its December 28, 2016 note with Crown Bridge Partners in full for $71,500. The payment includes principle of $46,000, accrued interest and prepayment penalty. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s Year End is May 31. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended May 31, 2017 or 2016. |
Inventories | Inventories Inventories are valued at the lower of cost or market. Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower. |
Property and Equipment | Property and Equipment Property and equipment are carried at the lower of cost or net realizable value. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method over the asset’s useful life. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at May 31, 2017. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: May 31, 2017: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 449,975 $ (319,318) May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 351,041 $ 128,333 |
Derivative Financial Instruments | Derivative Financial Instruments Derivative liabilities are recognized in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board ( “FASB” “ASC” – Derivatives and Hedging – Embedded Derivatives “ASC 815-15” The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of May 31, 2017, the embedded conversion feature of $449,975 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations. |
Income Taxes | Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Revenue Recognition | Revenue Recognition We follow ASC 605-10-S99-1, Revenue Recognition 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. |
Stock-Based Compensation | Stock-Based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, |
Basic and Diluted Net (Loss) per Share | Basic and Diluted Net (Loss) per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The Company’s diluted loss per share is the same as the basic loss per share for the years ended May 31, 2017 and 2016, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended May 31, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17— Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU 2016-02— Leases (Topic 842) Leases (FAS 13) In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-15— Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB’s Emerging Issues Task Force) The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | May 31, 2017: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 449,975 $ (319,318) May 31, 2016: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 351,041 $ 128,333 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
May 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | 2017 2016 Computer equipment $ 500 $ 500 Vehicle 15,225 - Less: accumulated depreciation (772) - Fixed assets, net $ 14,953 $ 500 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 12 Months Ended |
May 31, 2017 | |
Convertible Loans [Abstract] | |
Summary of outstanding convertible notes | Note Holder Issue Date Maturity Date Stated Interest Rate 5/31/2016 Additions Repayments / Conversions Principal Balance 5/31/2017 Crown Bridge Partners, LLC 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 ) - Crown Bridge Partners, LLC 12/28/2016 12/28/2017 8 % - 46,000 - 46,000 JSJ Investments, Inc. 6/2/2016 2/26/2017 8 % - 55,000 (55,000 ) - Black forest Capital, LLC 6/14/2016 6/14/2017 8 % - 80,000 (80,000 ) - Crown Bridge Partners, LLC 03/20/2017 03/20/2018 8 % - 114,000 - 114,000 JSJ Investments, Inc. 03/27/2017 12/22/2017 8 % - 125,000 - 125,000 Auctus Fund,,LLC 04/04/2017 12/30/2017 8 % - 145,000 - 145,000 Total 207,750 565,000 (342,750 ) 430,000 Less debt discount (134,148 ) - - (237,608 ) $ 73,602 565,000 (342,750 ) 192,392 |
Summary of activity of derivative liability for notes | Balance at May 31, 2015 $ - Increase to derivative due to new issuances 479,374 Derivative (gain) due to mark to market adjustment (128,333 ) Balance at May 31, 2016 351,041 Increase to derivative due to new issuances 896,686 Decrease due to debt settlement (1,117,070 ) Derivative loss due to mark to market adjustment 319,318 Balance at May 31, 2017 $ 449,975 |
Summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring derivative liabilities | Inputs May 31, 2017 Initial Valuation Stock price $ .0074 $ .02 – .0258 Conversion price $ .004 $ .01 – .013 Volatility (annual) 291.5 % 283% - 285.85% Risk-free rate 1.08 % .955% - .975% Years to maturity .58 .75 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
May 31, 2017 | |
Income Tax [Abstract] | |
Schedule of provision for federal income tax | 2017 2016 Federal income tax benefit attributable to: Current Operations $ 541,179 $ 221,417 Less: valuation allowance (541,179) (221,417) Net provision for Federal income taxes $ — $ |
Schedule of comprising our net deferred tax amount | 2017 2016 Deferred tax asset attributable to: Net operating loss carryover $ 616,461 $ 221,417 Less: valuation allowance (616,461) (221,417) Net deferred tax asset $ — $ — |
Going Concern (Details)
Going Concern (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Going Concern (Textual) | ||
Accumulated deficit | $ (1,813,120) | $ (221,417) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Description | ||
Derivative | $ 449,975 | $ 351,041 |
Total Gains and (Losses) | (319,318) | 128,333 |
Level 1 [Member] | ||
Description | ||
Derivative | ||
Level 2 [Member] | ||
Description | ||
Derivative | ||
Level 3 [Member] | ||
Description | ||
Derivative | $ 449,975 | $ 351,041 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | ||
Derivative liability | $ 449,975 | $ 351,041 |
Tax benefit ultimate settlement, description | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | May 31, 2017 | May 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (772) | |
Fixed assets, net | 14,953 | 500 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 500 | 500 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 15,225 |
Property and Equipment (Detai28
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 772 |
Other Assets (Details)
Other Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2017 | May 31, 2017 | May 31, 2016 | |
Other Assets (Textual) | |||
Lease term, description | The lease is for 30 years with two successive five-year extensions at the option of the Company. | ||
Stock options consideration | $ 300,000 | ||
Stock options consideration due | $ 110,000 | ||
Paid upon other assets | $ 181,000 | ||
Refundable good faith deposit | 390,000 | ||
Lease payments, leaving balance | $ 119,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Related Party Transactions (Textual) | ||
Management fees and office premises | $ 1,500 | |
Description of related party transaction | 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. | |
Rent expenses per month | $ 1,000 | |
Executive compensation | 500 | |
Loan from shareholder and related party | 11,438 | $ 11,236 |
Reimbursement expense | 5,425 | |
Accruals, related party | $ 45,000 | $ 27,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | May 18, 2017 | Dec. 05, 2016 | Jan. 24, 2017 | May 31, 2017 | May 31, 2016 |
Stockholders' Equity (Textual) | |||||
Common stock shares issued | 7,500,000 | 42,500 | |||
Common stock par value | $ 0.0001 | $ 0.01 | $ 0.0001 | $ 0.0001 | |
Non cash expense price per share | $ 4.25 | ||||
Non cash expense | $ 75,000 | ||||
Consulting expense | $ 37,500 | ||||
Change in issuance of authorized common stock, mimimum | 500,000,000 | ||||
Change in issuance of authorized common stock, maximum | 850,000,000 | ||||
Common stock, conversion of principle and accrued interest | $ 318,631 | ||||
Common stock shares converted | 185,348,336 | ||||
Equity agreement term, description | The terms of a one-year consulting agreement. | ||||
Taiwo Aimasiko [Member] | |||||
Stockholders' Equity (Textual) | |||||
Retired shares of common stock | 150,000,000 | ||||
Series B preferred shares [Member] | |||||
Stockholders' Equity (Textual) | |||||
Retired shares of common stock | 50,000,000 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 1 Months Ended | |||
Jan. 24, 2017 | Jan. 23, 2017 | May 31, 2017 | May 31, 2016 | |
Taiwo Aimasiko [Member] | ||||
Preferred Stock (Textual) | ||||
Retired shares of common stock | 150,000,000 | |||
Series B Preferred Stock [Member] | ||||
Preferred Stock (Textual) | ||||
Preferred stock designated shares | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, voting rights | Each share of Series B preferred stock has voting rights of 10 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into three shares of common stock at any time after a one year anniversary. | |||
Retired shares of common stock | 50,000,000 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Short-term Debt [Line Items] | ||
Principal Balance | $ 430,000 | $ 207,750 |
Less debt discount | (237,608) | (134,148) |
Outstanding convertible notes | 192,392 | $ 73,602 |
Additions | 565,000 | |
Additions Less debt discount | ||
Outstanding additions | 565,000 | |
Repayments / Conversions | (342,750) | |
Repayments / Conversions Less debt discount | ||
Outstanding Repayments / Conversions | $ (342,750) | |
Crown Bridge Partners, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Feb. 16, 2016 | |
Maturity Date | Apr. 19, 2016 | |
Stated Interest Rate | 8.00% | |
Principal Balance | $ 40,000 | |
Additions | ||
Repayments / Conversions | (40,000) | |
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% | |
Principal Balance | 30,000 | |
Additions | ||
Repayments / Conversions | $ (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% | |
Principal Balance | 30,000 | |
Additions | ||
Repayments / Conversions | $ (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% | |
Principal Balance | 30,000 | |
Additions | ||
Repayments / Conversions | $ (30,000) | |
Auctus Fund, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | May 10, 2016 | |
Maturity Date | May 10, 2017 | |
Stated Interest Rate | 8.00% | |
Principal Balance | 77,750 | |
Additions | ||
Repayments / Conversions | $ (77,750) | |
Crown Bridge Partners, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Dec. 28, 2016 | |
Maturity Date | Dec. 28, 2017 | |
Stated Interest Rate | 8.00% | |
Principal Balance | $ 46,000 | |
Additions | 46,000 | |
Repayments / Conversions | ||
JSJ Investments, Inc. [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Jun. 2, 2016 | |
Maturity Date | Feb. 26, 2017 | |
Stated Interest Rate | 8.00% | |
Principal Balance | ||
Additions | 55,000 | |
Repayments / Conversions | $ (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% | |
Principal Balance | ||
Additions | 80,000 | |
Repayments / Conversions | $ (80,000) | |
Crown Bridge Partners, LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Mar. 20, 2017 | |
Maturity Date | Mar. 20, 2018 | |
Stated Interest Rate | 8.00% | |
Principal Balance | $ 114,000 | |
Additions | 114,000 | |
Repayments / Conversions | ||
JSJ Investments, Inc. [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Mar. 27, 2017 | |
Maturity Date | Dec. 22, 2017 | |
Stated Interest Rate | 8.00% | |
Less debt discount | $ 125,000 | |
Additions | $ 125,000 | |
Auctus Fund,,LLC [Member] | ||
Short-term Debt [Line Items] | ||
Issue Date | Apr. 4, 2017 | |
Maturity Date | Dec. 30, 2017 | |
Stated Interest Rate | 8.00% | |
Principal Balance | $ 145,000 | |
Additions | 145,000 | |
Repayments / Conversions |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Convertible Loans [Abstract] | ||
Balance | $ 351,041 | |
Increase to derivative due to new issuances | 896,686 | $ 479,374 |
Derivative gain/loss due to mark to market adjustment | (319,318) | 128,333 |
Decrease due to debt settlement | (500,434) | (358,374) |
Balance | $ 449,975 | $ 351,041 |
Convertible Loans (Details 2)
Convertible Loans (Details 2) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
May 31, 2017USD ($)$ / shares | |
Defined Benefit Plan Disclosure [Line Items] | |
Stock price | $ / shares | $ 0.0074 |
Conversion price | $ | $ 4 |
Volatility (annual) | 291.50% |
Risk-free rate | 1.08% |
Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Stock price | $ / shares | $ 0.02 |
Conversion price | $ | $ 10 |
Volatility (annual) | 283.00% |
Risk-free rate | 0.955% |
Years to maturity | 6 months 29 days |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Stock price | $ / shares | $ 0.0258 |
Conversion price | $ | $ 13,000 |
Volatility (annual) | 285.85% |
Risk-free rate | 0.975% |
Years to maturity | 9 months |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) | Apr. 04, 2017 | Mar. 27, 2017 | Mar. 20, 2017 | Dec. 28, 2016 | Nov. 28, 2016 | Nov. 01, 2016 | Oct. 19, 2016 | Jul. 14, 2016 | Jun. 14, 2016 | Jun. 03, 2016 | May 10, 2016 | May 09, 2016 | Apr. 19, 2016 | Feb. 16, 2016 | Feb. 28, 2017 | May 31, 2017 | May 31, 2016 |
Convertible Loans (Textual) | |||||||||||||||||
Principal amount of loan | $ 430,000 | $ 207,750 | |||||||||||||||
Original issue discount | (237,608) | (134,148) | |||||||||||||||
Derivative liability | $ 449,975 | 351,041 | |||||||||||||||
Converted into shares of common stock | 185,348,336 | ||||||||||||||||
Debt discount amortized | $ 360,566 | $ 11,102 | |||||||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Feb. 16, 2016 | ||||||||||||||||
Principal amount of loan | $ 40,000 | ||||||||||||||||
Original issue discount | $ 4,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Feb. 16, 2017 | ||||||||||||||||
Description of loan accrued interest | The Company had the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. | ||||||||||||||||
Repaid principal amount | $ 40,000 | ||||||||||||||||
Accrued interest | 1,307 | ||||||||||||||||
Early payment penalty | $ 20,965 | ||||||||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC One [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Apr. 19, 2016 | ||||||||||||||||
Principal amount of loan | $ 30,000 | $ 25,996 | |||||||||||||||
Original issue discount | $ 3,500 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Apr. 19, 2017 | ||||||||||||||||
Description of loan accrued interest | Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is at a discount of 48% applied to the lowest price for ten days prior to the actual date of conversion. | ||||||||||||||||
Repaid principal amount | $ 4,004 | ||||||||||||||||
Accrued interest | 1,511 | ||||||||||||||||
Remaining debt discount | $ 25,736 | ||||||||||||||||
Derivative liability | $ 91,172 | $ 38,586 | |||||||||||||||
Converted into shares of common stock | 154,000 | 19,262,747 | |||||||||||||||
Loss on change in fair value of derivative | $ 52,586 | ||||||||||||||||
Credit to additional paid in capital | $ 107,480 | ||||||||||||||||
Debt discount amortized | $ 26,500 | ||||||||||||||||
Convertible Promissory Note [Member] | Auctus Fund, LLC [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | May 10, 2016 | ||||||||||||||||
Principal amount of loan | $ 77,750 | 77,750 | |||||||||||||||
Original issue discount | $ 6,750 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | May 10, 2017 | ||||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 48% of the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Accrued interest | 605 | ||||||||||||||||
Remaining debt discount | $ 20,282 | ||||||||||||||||
Derivative liability | $ 261,774 | ||||||||||||||||
Converted into shares of common stock | 43,741,990 | ||||||||||||||||
Credit to additional paid in capital | $ 467,591 | ||||||||||||||||
Debt discount amortized | $ 77,750 | ||||||||||||||||
Convertible Promissory Note [Member] | JSJ Investments Inc [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Jun. 2, 2016 | ||||||||||||||||
Principal amount of loan | $ 55,000 | 55,000 | |||||||||||||||
Original issue discount | $ 3,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Jun. 2, 2017 | ||||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 48% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Accrued interest | 2,395 | ||||||||||||||||
Remaining debt discount | $ 34,554 | ||||||||||||||||
Derivative liability | $ 167,895 | ||||||||||||||||
Converted into shares of common stock | 32,463,378 | ||||||||||||||||
Credit to additional paid in capital | $ 190,914 | ||||||||||||||||
Debt discount amortized | 55,000 | ||||||||||||||||
Loan fees | $ 2,000 | ||||||||||||||||
Convertible Promissory Note [Member] | Black Forest Capital LLC [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Jun. 14, 2016 | ||||||||||||||||
Principal amount of loan | $ 80,000 | 80,000 | |||||||||||||||
Original issue discount | $ 8,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Jun. 14, 2017 | ||||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 48% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Accrued interest | 3,254 | ||||||||||||||||
Remaining debt discount | $ 42,959 | ||||||||||||||||
Derivative liability | $ 228,110 | ||||||||||||||||
Converted into shares of common stock | 55,208,045 | ||||||||||||||||
Credit to additional paid in capital | $ 396,470 | ||||||||||||||||
Debt discount amortized | 80,000 | ||||||||||||||||
Loan fees | $ 2,000 | ||||||||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC Two [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Dec. 28, 2016 | ||||||||||||||||
Principal amount of loan | $ 46,000 | ||||||||||||||||
Original issue discount | $ 6,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Dec. 28, 2017 | ||||||||||||||||
Description of loan accrued interest | Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 45% applied to the lowest trading price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180. | ||||||||||||||||
Remaining debt discount | 1,575 | ||||||||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC Three [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Mar. 20, 2017 | ||||||||||||||||
Principal amount of loan | $ 114,000 | ||||||||||||||||
Original issue discount | $ 14,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Mar. 20, 2018 | ||||||||||||||||
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 43% applied to the lowest trading 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 125% interest and 91 days through 180 for a cash payment of the principal plus 135% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Remaining debt discount | $ 1,799 | ||||||||||||||||
Convertible Promissory Note [Member] | JSJ Investments, Inc One [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Mar. 27, 2017 | ||||||||||||||||
Principal amount of loan | $ 125,000 | ||||||||||||||||
Original issue discount | $ 9,250 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Dec. 22, 2017 | ||||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 40% applied to the three lowest trading prices 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 180 for a cash payment of the principal plus 145% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Remaining debt discount | 1,781 | ||||||||||||||||
Derivative liability | $ 204,373 | 199,080 | |||||||||||||||
Loss on change in fair value of derivative | 5,293 | ||||||||||||||||
Debt discount amortized | $ 125,000 | 29,545 | |||||||||||||||
Convertible Promissory Note [Member] | Auctus, Fund, LLC One [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | Apr. 4, 2017 | ||||||||||||||||
Principal amount of loan | $ 145,000 | ||||||||||||||||
Original issue discount | $ 15,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | Dec. 22, 2017 | ||||||||||||||||
Description of loan accrued interest | 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 40% applied to the lowest trading 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 125% interest and 91 days through 180 for a cash payment of the principal plus 140% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Remaining debt discount | 30,955 | ||||||||||||||||
Derivative liability | $ 257,720 | 250,895 | |||||||||||||||
Loss on change in fair value of derivative | 6,825 | ||||||||||||||||
Debt discount amortized | $ 145,000 | $ 1,811 | |||||||||||||||
Convertible Redeemable Note [Member] | Adar Bays, LLC [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | May 9, 2016 | ||||||||||||||||
Principal amount of loan | $ 3,000 | $ 30,000 | 27,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | May 9, 2017 | ||||||||||||||||
Description of loan accrued interest | The conversion rate will be at a discount of 48% applied to the lowest price for fifteen days prior to the actual date of conversion. | ||||||||||||||||
Accrued interest | 1,453 | ||||||||||||||||
Remaining debt discount | $ 13,159 | ||||||||||||||||
Derivative liability | $ 40,273 | $ 108,800 | |||||||||||||||
Converted into shares of common stock | 229,850 | 22,030,353 | |||||||||||||||
Loss on change in fair value of derivative | $ 8,331 | ||||||||||||||||
Credit to additional paid in capital | $ 105,878 | ||||||||||||||||
Debt discount amortized | $ 30,000 | ||||||||||||||||
Convertible Redeemable Note [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||
Convertible Loans (Textual) | |||||||||||||||||
Issued date | May 9, 2016 | ||||||||||||||||
Principal amount of loan | $ 30,000 | 30,000 | |||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Due date | May 9, 2017 | ||||||||||||||||
Description of loan accrued interest | The conversion rate is at a discount of 48% of the lowest trading price for fifteen days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. | ||||||||||||||||
Accrued interest | 1,459 | ||||||||||||||||
Remaining debt discount | $ 13,151 | ||||||||||||||||
Derivative liability | $ 108,800 | ||||||||||||||||
Converted into shares of common stock | 16,845,031 | ||||||||||||||||
Credit to additional paid in capital | $ 143,634 | ||||||||||||||||
Debt discount amortized | $ 30,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 541,179 | $ 221,417 |
Less: valuation allowance | (541,179) | (221,417) |
Net provision for Federal income taxes |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | May 31, 2017 | May 31, 2016 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 616,461 | $ 221,417 |
Less: valuation allowance | (616,461) | (221,417) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
May 31, 2017USD ($) | |
Income Tax (Textual) | |
Operating loss carryforwards | $ 1,800,000 |
Operating loss carryforwards expiration | Future taxable income through the year 2037 |
Cumulative tax effect at the expected rate | 34.00% |
Valuation allowance increased | $ 319,762 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 03, 2017 | Jun. 02, 2017 | Jul. 18, 2017 | May 31, 2017 | May 31, 2016 |
Subsequent Events (Textual) | |||||
Principal amount | $ 430,000 | $ 207,750 | |||
Original issue discount | (237,608) | $ (134,148) | |||
Property Lease Agreement [Member] | |||||
Subsequent Events (Textual) | |||||
Payment for agreement | 119,000 | ||||
Construction Agreement [Member] | |||||
Subsequent Events (Textual) | |||||
Payment for agreement | 36,000 | ||||
Crown Bridge Partners [Member] | |||||
Subsequent Events (Textual) | |||||
Principal amount | 46,000 | ||||
Payment for agreement | $ 71,500 | ||||
Subsequent Event [Member] | GS Capital Partners, LLC [Member] | |||||
Subsequent Events (Textual) | |||||
Principal amount | $ 132,000 | $ 105,000 | |||
Original issue discount | $ 15,000 | $ 5,000 | |||
Interest rate | 8.00% | 8.00% | |||
Due date | Jun. 2, 2018 | Mar. 18, 2018 | |||
Debt, description | GS Capital 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 36% applied to the lowest trading 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 120% interest and 91 days through 180 for a cash payment of the principal plus 130% interest. The Company cannot prepay any amount outstanding after 180 days. | ||||
Subsequent Event [Member] | JSJ Investments Inc [Member] | |||||
Subsequent Events (Textual) | |||||
Principal amount | $ 60,000 | ||||
Original issue discount | $ 5,000 | ||||
Interest rate | 8.00% | ||||
Due date | May 3, 2018 | ||||
Debt, description | JSJ 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 40% applied to the five lowest trading prices 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 180 for a cash payment of the principal plus 140% interest. The Company cannot prepay any amount outstanding after 180 days. |