Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Bemax, Inc. | |
Entity Central Index Key | 1,613,895 | |
Trading Symbol | BMXC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 328,684,069 |
Balance Sheets
Balance Sheets - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Current Assets: | ||
Cash | $ 28,069 | $ 39,386 |
Prepaid expenses | 47,542 | 44,048 |
Inventory | 193,510 | 194,320 |
Total current assets | 269,121 | 277,754 |
Property and equipment | 14,407 | 14,953 |
Other assets (Note 5) | 336,000 | 181,000 |
Total Assets | 619,528 | 473,707 |
Current Liabilities: | ||
Accounts payable | 14,848 | 12,800 |
Accrued interest on convertible loans | 17,120 | 6,966 |
Accruals, related party | 49,500 | 45,000 |
Derivative liability | 408,064 | 449,975 |
Convertible loans, net of discount of $188,785 and $237,608, respectively | 492,215 | 192,392 |
Loan from shareholder | 11,438 | 11,438 |
Total current liabilities | 993,185 | 718,571 |
Total Liabilities | 993,185 | 718,571 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock series B, $0.0001 par value, 50,000,000 shares authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively | 5,000 | 5,000 |
Common stock, $0.0001 par value, 850,000,000 shares authorized; 301,640,836 and 301,640,836 shares issued and outstanding, respectively | 30,164 | 30,164 |
Additional paid-in capital | 1,533,092 | 1,533,092 |
Accumulated deficit | (1,941,913) | (1,813,120) |
Total Stockholders' Deficit | (373,657) | (244,864) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 619,528 | $ 473,707 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Convertible loans, net of discount | $ 188,785 | $ 237,608 |
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 | 301,640,836 |
Common stock, shares outstanding | 301,640,836 | 301,640,836 |
Preferred stock series B | ||
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 | 50,000,000 |
Preferred stock, shares outstanding | 50,000,000 | 50,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 1,642 | $ 92,122 |
Cost of goods sold | 810 | 110,880 |
Gross Margin | 832 | (18,758) |
Operating Expenses: | ||
Consulting fees | 26,750 | |
Professional fees | 12,365 | 8,300 |
Management fees | 1,500 | 1,500 |
General and administrative | 43,870 | 22,559 |
Total Operating Expenses | 84,485 | 32,359 |
Loss from operations | (83,653) | (51,117) |
Other Income (Expense): | ||
Interest expense | (11,729) | (27,210) |
Amortization of debt discount | (106,397) | (80,253) |
Change in fair value of derivative | 115,587 | 336,777 |
Loss on settlement of convertible debt | (23,925) | |
Loss on issuance of convertible debt | (18,676) | (272,005) |
Total other expense | (45,140) | (42,691) |
Net loss | $ (128,793) | $ (93,808) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 301,640,836 | 258,792,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (128,793) | $ (93,808) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 546 | |
Change in fair value of derivative | (115,587) | (336,777) |
Loss on issuance of convertible debt | 18,676 | 272,005 |
Loss on settlement of convertible debt | 23,925 | |
Amortization of debt discount | 106,397 | 44,254 |
Changes in Operating Assets and Liabilities: | ||
Prepaids | (13,396) | |
Inventory | 810 | (15,120) |
Other assets | (155,000) | |
Accounts payable | 2,048 | |
Accrued interest on convertible loans | 10,157 | 4,938 |
Accruals - related party | 4,500 | 4,500 |
Net Cash Used in Operating Activities | (245,717) | (120,008) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 280,400 | 120,000 |
Repayment of convertible loans | (46,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 234,400 | 120,000 |
NET DECREASE IN CASH | (11,317) | (8) |
CASH AT BEGINNING OF PERIOD | 39,386 | 115,738 |
CASH AT END OF PERIOD | 28,069 | 115,730 |
Cash paid during period for: | ||
Interest | 1,575 | |
Income Taxes |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Aug. 31, 2017 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 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. |
Going Concern
Going Concern | 3 Months Ended |
Aug. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying unaudited 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 $1,941,913 as of August 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 unaudited 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 | 3 Months Ended |
Aug. 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 unaudited condensed 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 may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2018. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017. 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. Inventory The Company’s inventory consists of finished goods ready for resale. Inventories are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. 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” Fair value of financial instruments The Company follows Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, ● 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 unobservable inputs and not corroborated by market data. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: August 31, 2017: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 408,064 May 31, 2017: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 449,975 Revenue Recognition The Company follows 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. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the unaudited financial statements for the three months ended August 31, 2017. Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Aug. 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: August 31, 2017 May 31, Computer equipment $ 500 $ 500 Vehicle 15,225 15,225 Less: accumulated depreciation (1,318 ) (772 ) Fixed assets, net $ 14,407 $ 14,953 Depreciation Expense Depreciation expense for the three months ended August 31, 2017 and 2016, was $546 and $0, respectively. |
Other Assets
Other Assets | 3 Months Ended |
Aug. 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 by August 30, 2017. As of August 31, 2017, the Company has paid the full $300,000. 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, of which $36,000 has been paid. 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. The Company intends to develop the property for its intended purpose over a two to five-year period, as mutually agreed upon. The option payment of $300,000 will be amortized over this period once development begins. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS The President of the Company provides management services 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 August 31, 2017 and May 31, 2017, there is $49,500 and $45,000, respectively, accrued for these fees. As of August 31, 2017, and May 31, 2017, there are loans from the majority shareholder of $11,438 and $11,438, 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Aug. 31, 2017 | |
Stockholders' Equity/Preferred Stock [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY 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 expense. 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 principal 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 | 3 Months Ended |
Aug. 31, 2017 | |
Stockholders' Equity/Preferred Stock [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 | 3 Months Ended |
Aug. 31, 2017 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 9 - CONVERTIBLE LOANS 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. On June 8, 2017, the Company repaid the $46,000 of principal, $1,575 of accrued interest and a $23,925 early payment penalty. As a result of repayment of the note the Company recognized the remaining debt discount. 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 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 cannot prepay any amount outstanding after 180 days. As of August 31, 2017, $6,150 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 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 August 31, 2017, the Company fair valued the derivative at $142,813 resulting in a gain on the change in the fair value of $56,267. In addition, $71,363 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 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 August 31, 2017, the Company fair valued the derivative at $174,607 resulting in a gain on the change in the fair value of $76,288. In addition, $80,918 of the debt discount has been amortized to interest expense. On August 3, 2017, the Company issued a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the loan is $60,000 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 May 3, 2018. 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 bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $73,676 based on the Black Scholes Merton pricing model and a corresponding debt discount of $60,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2017, the Company fair valued the derivative at $90,644 resulting in a loss on the change in the fair value of $16,968. In addition, $6,154 of the debt discount has been amortized to interest expense. 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 $6,600 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 bid price for ten days prior to the actual date of conversion. As of August 31, 2017, $1,627 of the debt discount has been amortized to interest expense. On July 18, 2017, the Company issued a Convertible 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 July 18, 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 bid price for ten days prior to the actual date of conversion. As of August 31, 2017, $603 of the debt discount has been amortized to interest expense. A summary of outstanding convertible notes as of August 31, 2017 and May 31, 2017 is as follows: Note Holder Issue Maturity Stated Principal Additions Repayments / Conversions Principal Crown Bridge Partners, LLC 12/28/2016 12/28/2017 8% 46,000 - (46,000 ) - Crown Bridge Partners, LLC 3/20/2017 03/20/2018 8% 114,000 - - 114,000 JSJ Investments, Inc. 3/27/2017 12/22/2017 8% 125,000 - - 125,000 Auctus Fund, LLC 4/4/2017 12/30/2017 8% 145,000 - - 145,000 GS Capital Partners, LLC 6/2/2017 6/2/2018 8% - 132,000 - 132,000 GS Capital Partners, LLC 7/18/2017 7/18/2018 8% - 105,000 - 105,000 JSJ Investments, Inc. 8/3/2017 5/3/2018 8% - 60,000 - 60,000 Total 430,000 297,000 (46,000 ) 681,000 Less debt discount (237,608 ) - - (188,785 ) $ 192,392 $ 297,000 $ (46,000 ) $ 492,215 During the year ended May 31, 2017, the Company converted $318,631 of principal and accrued interest into 185,348,336 shares of common stock. There were no conversions for the three months ended August 31, 2017. A summary of the activity of the derivative liability for the notes above is as follows: 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 Increase to derivative due to new issuances 73,676 Decrease due to debt settlement - Derivative loss (gain) to mark to market adjustment (115,587 ) Balance at August 31, 2017 $ 408,064 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 three months ended August 31, 2017 is as follows: Inputs August 31, Initial Valuation Stock price $.0055 $. 02 – .0258 Conversion price $.003 .01 – .013 Volatility (annual) 207.2 - 291.5% $ 283% - 285.85% Risk-free rate 1.01 -1.15% .955% - .975% Years to maturity .32 - .67 .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 | 3 Months Ended |
Aug. 31, 2017 | |
Correction of Errors [Abstract] | |
CORRECTION OF ERRORS | NOTE 10 – 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 restated. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS In accordance with ASC 855-10, Subsequent Events, On September 29, 2017, JSJ Investments converted $15,000 of principle into 6,666,666 shares of common stock. On October 9, 2017, the Company executed an Agreement for IR Services. The agreement is for six months and requires a fee of 10 million shares of common stock. The first 5,000,000 shares of common stock are required upon the execution of the agreement and were granted by the Board of Directors on October 10, 2017. The next 2.5 million shares are due in thirty days and the remaining 2.5 million, thirty days after that. On October 11, 2017, JSJ Investments converted $19,374 of principal into 15,376,567 shares of common stock. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed 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 may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2018. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017. |
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. |
Inventory | Inventory The Company’s inventory consists of finished goods ready for resale. Inventories are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. |
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” |
Fair value of financial instruments | Fair value of financial instruments The Company follows Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, ● 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 unobservable inputs and not corroborated by market data. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: August 31, 2017: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 408,064 May 31, 2017: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 449,975 |
Revenue Recognition | Revenue Recognition The Company follows 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. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the unaudited financial statements for the three months ended August 31, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. 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. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | August 31, 2017: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 408,064 May 31, 2017: Description Level 1 Level 2 Level 3 Derivative $ - $ - $ 449,975 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | August 31, 2017 May 31, Computer equipment $ 500 $ 500 Vehicle 15,225 15,225 Less: accumulated depreciation (1,318 ) (772 ) Fixed assets, net $ 14,407 $ 14,953 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 3 Months Ended |
Aug. 31, 2017 | |
Convertible Loans [Abstract] | |
Summary of outstanding convertible notes | Note Holder Issue Maturity Stated Principal Additions Repayments / Conversions Principal Crown Bridge Partners, LLC 12/28/2016 12/28/2017 8% 46,000 - (46,000 ) - Crown Bridge Partners, LLC 3/20/2017 03/20/2018 8% 114,000 - - 114,000 JSJ Investments, Inc. 3/27/2017 12/22/2017 8% 125,000 - - 125,000 Auctus Fund, LLC 4/4/2017 12/30/2017 8% 145,000 - - 145,000 GS Capital Partners, LLC 6/2/2017 6/2/2018 8% - 132,000 - 132,000 GS Capital Partners, LLC 7/18/2017 7/18/2018 8% - 105,000 - 105,000 JSJ Investments, Inc. 8/3/2017 5/3/2018 8% - 60,000 - 60,000 Total 430,000 297,000 (46,000 ) 681,000 Less debt discount (237,608 ) - - (188,785 ) $ 192,392 $ 297,000 $ (46,000 ) $ 492,215 |
Summary of activity of derivative liability for notes | 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 Increase to derivative due to new issuances 73,676 Decrease due to debt settlement - Derivative loss (gain) to mark to market adjustment (115,587 ) Balance at August 31, 2017 $ 408,064 |
Summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring derivative liabilities | Inputs August 31, Initial Valuation Stock price $.0055 $. 02 – .0258 Conversion price $.003 .01 – .013 Volatility (annual) 207.2 - 291.5% $ 283% - 285.85% Risk-free rate 1.01 -1.15% .955% - .975% Years to maturity .32 - .67 .75 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Going Concern (Textual) | ||
Accumulated deficit | $ (1,941,913) | $ (1,813,120) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Description | ||
Derivative | $ 408,064 | $ 449,975 |
Level 1 [Member] | ||
Description | ||
Derivative | ||
Level 2 [Member] | ||
Description | ||
Derivative | ||
Level 3 [Member] | ||
Description | ||
Derivative | $ 408,064 | $ 449,975 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Summary of Significant Accounting Policies (Textual) | ||
Derivative liability | $ 408,064 | $ 449,975 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Aug. 31, 2017 | May 31, 2017 |
Schedule of property and equipment | ||
Less: accumulated depreciation | $ (1,318) | $ (772) |
Fixed assets, net | 14,407 | 14,953 |
Computer equipment [Member] | ||
Schedule of property and equipment | ||
Fixed assets, gross | 500 | 500 |
Vehicle [Member] | ||
Schedule of property and equipment | ||
Fixed assets, gross | $ 15,225 | $ 15,225 |
Property and Equipment (Detai25
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 546 |
Other Assets (Details)
Other Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 27, 2017 | Aug. 31, 2017 | |
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 full amount | $ 300,000 | |
Refundable good faith deposit | 390,000 | |
Refundable good faith deposit amount paid | $ 36,000 | |
Development of property, description | The Company intends to develop the property for its intended purpose over a two to five-year period, as mutually agreed upon. The option payment of $300,000 will be amortized over this period once development begins. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2017 | May 31, 2017 | |
Related Party Transactions (Textual) | ||
Management services 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 | |
Loans from majority shareholder | 11,438 | $ 11,438 |
Accrued for fees | $ 49,500 | $ 45,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 18, 2017 | Dec. 05, 2016 | Jan. 24, 2017 | May 31, 2017 | Aug. 31, 2017 |
Stockholders' Equity (Textual) | |||||
Common stock shares issued | 7,500,000 | ||||
Common stock par value | $ 0.0001 | $ 0.01 | $ 0.0001 | $ 0.0001 | |
Non-cash expense | $ 75,000 | ||||
Consulting expense | $ 37,500 | ||||
Change in issuance of authorized common stock, minimum | 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 | Aug. 31, 2017 | May 31, 2017 | |
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 ($) | Aug. 03, 2017 | Jun. 02, 2017 | Jul. 18, 2017 | Aug. 31, 2017 | May 31, 2017 |
Short-term Debt [Line Items] | |||||
Maturity Date | May 3, 2018 | Jun. 2, 2018 | Jul. 18, 2018 | ||
Stated Interest Rate | 8.00% | 8.00% | 8.00% | ||
Principal Balance | $ 60,000 | $ 132,000 | $ 105,000 | $ 681,000 | $ 430,000 |
Less debt discount | (188,785) | (237,608) | |||
Outstanding convertible notes | 492,215 | 192,392 | |||
Additions | 297,000 | ||||
Additions Less debt discount | |||||
Outstanding additions | 297,000 | ||||
Repayments / Conversions | (46,000) | ||||
Repayments / Conversions Less debt discount | |||||
Outstanding Repayments / Conversions | $ (46,000) | ||||
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 | |||||
Additions | |||||
Repayments / Conversions | $ (46,000) | ||||
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 | 114,000 | |||
Additions | |||||
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% | ||||
Principal Balance | $ 125,000 | 125,000 | |||
Additions | |||||
Repayments / Conversions | |||||
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 | 145,000 | |||
Additions | |||||
Repayments / Conversions | |||||
GS Capital Partners, LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Issue Date | Jun. 2, 2017 | ||||
Maturity Date | Jun. 2, 2018 | ||||
Stated Interest Rate | 8.00% | ||||
Principal Balance | $ 132,000 | ||||
Additions | 132,000 | ||||
Repayments / Conversions | |||||
GS Capital Partners, LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Issue Date | Jul. 18, 2017 | ||||
Maturity Date | Jul. 18, 2018 | ||||
Stated Interest Rate | 8.00% | ||||
Principal Balance | $ 105,000 | ||||
Additions | 105,000 | ||||
Repayments / Conversions | |||||
JSJ Investments, Inc [Member] | |||||
Short-term Debt [Line Items] | |||||
Issue Date | Aug. 3, 2017 | ||||
Maturity Date | May 3, 2018 | ||||
Stated Interest Rate | 8.00% | ||||
Principal Balance | $ 60,000 | ||||
Additions | 60,000 | ||||
Repayments / Conversions |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2017 | May 31, 2017 | |
Summary of activity of derivative liability for notes | ||
Balance | $ 449,975 | $ 351,041 |
Increase to derivative due to new issuances | 73,676 | 896,686 |
Decrease due to debt settlement | (1,117,070) | |
Derivative loss due to mark to market adjustment | 319,318 | |
Derivative loss (gain) to mark to market adjustment | (115,587) | |
Balance | $ 408,064 | $ 449,975 |
Convertible Loans (Details 2)
Convertible Loans (Details 2) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Aug. 31, 2017USD ($)$ / shares | |
Defined Benefit Plan Disclosure [Line Items] | |
Stock price | $ / shares | $ 0.0055 |
Conversion price | $ | $ 3 |
Initial Valuation [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Years to maturity | 9 months |
Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Volatility (annual) | 207.20% |
Risk-free rate | 1.01% |
Years to maturity | 3 months 26 days |
Minimum [Member] | Initial Valuation [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Stock price | $ / shares | $ 0.02 |
Conversion price | $ | $ 10 |
Volatility (annual) | 283.00% |
Risk-free rate | 0.955% |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Volatility (annual) | 291.50% |
Risk-free rate | 1.15% |
Years to maturity | 8 months 2 days |
Maximum [Member] | Initial Valuation [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Stock price | $ / shares | $ 0.0258 |
Conversion price | $ | $ 13 |
Volatility (annual) | 285.85% |
Risk-free rate | 0.975% |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) | Aug. 03, 2017 | Jun. 08, 2017 | Jun. 02, 2017 | Apr. 04, 2017 | Mar. 27, 2017 | Mar. 20, 2017 | Dec. 28, 2016 | Jul. 18, 2017 | Mar. 27, 2017 | Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 | May 31, 2016 |
Convertible Loans (Textual) | |||||||||||||
Principal amount of loan | $ 60,000 | $ 132,000 | $ 105,000 | $ 681,000 | $ 430,000 | ||||||||
Original issue discount | (188,785) | (237,608) | |||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | ||||||||||
Due date | May 3, 2018 | Jun. 2, 2018 | Jul. 18, 2018 | ||||||||||
Debt discount amortized | 106,397 | $ 44,254 | |||||||||||
Common stock, conversion of principle and accrued interest | 318,631 | ||||||||||||
Derivative liability | 408,064 | $ 449,975 | $ 351,041 | ||||||||||
Common stock shares converted | 185,348,336 | ||||||||||||
Fair value derivative | 90,644 | ||||||||||||
GS Capital Partners, LLC [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Debt discount amortized | 603 | ||||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Debt discount amortized | $ 145,000 | $ 125,000 | 6,154 | ||||||||||
Loss on change in fair value of derivative | 16,968 | ||||||||||||
Derivative liability | $ 257,720 | 204,373 | $ 204,373 | ||||||||||
Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Issued date | Mar. 20, 2017 | Dec. 28, 2016 | |||||||||||
Principal amount of loan | $ 114,000 | $ 46,000 | |||||||||||
Original issue discount | $ 14,000 | $ 6,000 | |||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||
Due date | Mar. 20, 2018 | 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 43% 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. | 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. | |||||||||||
Repaid principal amount | $ 46,000 | ||||||||||||
Accrued interest | 1,575 | ||||||||||||
Early payment penalty | $ 23,925 | ||||||||||||
Debt discount amortized | 6,150 | ||||||||||||
Convertible Promissory Note [Member] | JSJ Investments Inc [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Issued date | Aug. 3, 2017 | Mar. 27, 2017 | |||||||||||
Principal amount of loan | $ 60,000 | 125,000 | $ 125,000 | ||||||||||
Original issue discount | $ 5,000 | $ 9,250 | $ 9,250 | ||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | ||||||||||
Due date | May 3, 2018 | Dec. 22, 2017 | |||||||||||
Description of loan accrued interest | 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 bifurcated the conversion feature and accounted for it as a derivative liability. | 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 bifurcated the conversion feature and accounted for it as a derivative liability. | |||||||||||
Debt discount amortized | $ 60,000 | $ 125,000 | 71,363 | ||||||||||
Loss on change in fair value of derivative | $ 73,676 | 56,267 | |||||||||||
Derivative liability | $ 204,373 | $ 204,373 | 142,813 | ||||||||||
Convertible Promissory Note [Member] | Auctus Fund LLC [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 bifurcated the conversion feature and accounted for it as a derivative liability. | ||||||||||||
Debt discount amortized | $ 145,000 | 80,918 | |||||||||||
Loss on change in fair value of derivative | 76,288 | ||||||||||||
Derivative liability | $ 257,720 | 174,607 | |||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Issued date | Jun. 2, 2017 | Jul. 18, 2017 | |||||||||||
Principal amount of loan | $ 132,000 | $ 105,000 | |||||||||||
Original issue discount | $ 6,600 | $ 5,000 | |||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||
Due date | Jun. 2, 2018 | Jul. 18, 2018 | |||||||||||
Description of loan accrued interest | 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 bid price for ten days prior to the actual date of conversion. | 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 bid price for ten days prior to the actual date of conversion. | |||||||||||
Debt discount amortized | $ 1,627 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Oct. 24, 2017 | Oct. 11, 2017 | Oct. 09, 2017 | Sep. 29, 2017 |
Subsequent Events (Textual) | ||||
Agreement for IR services, description | The Company executed an Agreement for IR Services. The agreement is for six months and requires a fee of 10 million shares of common stock. The first 5,000,000 shares of common stock are required upon the execution of the agreement and were granted by the Board of Directors on October 10, 2017. The next 2.5 million shares are due in thirty days and the remaining 2.5 million, thirty days after that. | |||
Subsequent events, description | The Board of Directors approved amending the Articles of Incorporation to increase the Company's authorized stock to 1,050,000,000 shares; consisting of 950,000,000 common shares and 100,000,000 Series B preferred. | |||
JSJ Investments Inc [Member] | ||||
Subsequent Events (Textual) | ||||
Converted shares of common stock | $ 19,374 | $ 15,000 | ||
Converted shares of common stock, shares | 15,376,567 | 6,666,666 |