Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2020 | Oct. 15, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | PATRIOT SCIENTIFIC CORP | |
Entity Central Index Key | 0000836564 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 401,392,948 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Small Business | true | |
Entity Emerging Growth | false | |
Entity file number | 000-22182 | |
Entity state of incorporation | DE | |
Shell Company | false | |
Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2020 | May 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 373,378 | $ 500 |
Restricted cash and cash equivalents | 177,244 | 0 |
Receivable from founders | 0 | 63 |
Prepaid expenses and other current assets | 11,202 | 0 |
Investment in affiliated company | 28,632 | 0 |
Refundable income taxes | 26,078 | 0 |
Total current assets | 616,534 | 563 |
Total assets | 616,534 | 563 |
Current liabilities: | ||
Accounts payable | 24,974 | 0 |
Accrued payable to founders | 55,777 | 1,011 |
Derivative liability | 83,500 | 0 |
Accrued expenses and other | 194,172 | 0 |
Total current liabilities | 358,423 | 1,011 |
Total liabilities | 358,423 | 1,011 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common stock value | 4,014 | 0 |
Common stock subscribed and not yet issued | 0 | 63 |
Additional paid-in capital | 370,484 | 0 |
Accumulated deficit | (116,394) | (511) |
Total stockholders' equity (deficit) | 258,111 | (448) |
Total liabilities and stockholders' equity (deficit) | 616,534 | 563 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | 6 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock value | 1 | 0 |
Common Class A [Member] | ||
Stockholders' equity (deficit) | ||
Common stock value | 0 | 0 |
Common Class B [Member] | ||
Stockholders' equity (deficit) | ||
Common stock value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2020 | May 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 401,392,948 | 401,392,948 |
Common stock, shares outstanding | 401,392,948 | 401,392,948 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 630,000 | 0 |
Preferred stock, shares outstanding | 630,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 70,000 | 0 |
Preferred stock, shares outstanding | 70,000 | 0 |
Common Class A [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000 | 900,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) | 3 Months Ended |
Aug. 31, 2020USD ($)$ / sharesshares | |
Operating expenses: | |
Research and development | $ 83,507 |
General and administrative | 28,300 |
Total operating expenses | 111,807 |
Other income (expense): | |
Interest income | 31 |
Equity in loss of affiliated company | (4,107) |
Total other expense, net | (4,076) |
Loss before provision for income taxes | (115,883) |
Provision for income taxes | 0 |
Net loss | $ (115,883) |
Basic loss per common share | $ / shares | $ 0 |
Diluted loss per common share | $ / shares | $ 0 |
Weighted average number of common shares outstanding - basic | shares | 47,652,516 |
Weighted average number of common shares outstanding - diluted | shares | 47,652,516 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) | 3 Months Ended |
Aug. 31, 2020USD ($) | |
Operating activities: | |
Net loss | $ (115,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Equity in loss of affiliated company | 4,107 |
Fair value of common stock issued under License Option Agreement | 7 |
Anti-dilution rights derivative liability expense | 83,500 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (800) |
Accounts payable, accrued expenses and other | (80,853) |
Accrued payable to founders | 54,766 |
Net cash used in operating activities | (55,156) |
Investing activities: | |
Net cash, cash equivalents and restricted cash acquired in Reverse Merger | 605,215 |
Net cash provided by investing activities | 605,215 |
Financing activities: | |
Proceeds from the issuance of Class A common stock | 63 |
Net cash provided by financing activities | 63 |
Net increase in cash, cash equivalents and restricted cash | 550,122 |
Cash, May 31, 2020 | 500 |
Cash, cash equivalents and restricted cash, August 31, 2020 | 550,622 |
Supplemental Disclosure of Cash Flow Information: | |
Cash paid for income taxes | 0 |
Supplemental disclosure of non-cash investing activities: | |
Net liabilities assumed in Reverse Merger, net of cash and restricted cash | $ (230,780) |
Reconciliation of Cash, Cash Eq
Reconciliation of Cash, Cash Equivalents, and Restricted Cash and Cash - USD ($) | Aug. 31, 2020 | May 31, 2020 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and Cash Equivalents | $ 373,378 | $ 500 |
Restricted Cash | 177,244 | 0 |
Total cash, cash equivalents and restricted cash | $ 550,622 | $ 500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 3 months ended Aug. 31, 2020 - USD ($) | Common Stock Subscribed | Class A Common Stock | Class B Common Stock | Common Stock | Series A Convertible Voting Preferred | Series B Convertible Voting Preferred | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at May. 31, 2020 | 0 | 0 | 0 | 0 | 0 | ||||
Beginning balance, value at May. 31, 2020 | $ 63 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (511) | $ (448) |
Issuance of Class A Common Stock to founders, shares | 630,000 | ||||||||
Issuance of Class A Common Stock to founders, value | $ (63) | $ 63 | |||||||
Issuance of Class B Common Stock under License Option Agreement, shares | 70,000 | ||||||||
Issuance of Class B Common Stock under License Option Agreement, value | $ 7 | 7 | |||||||
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger, shares | (630,000) | (70,000) | 630,000 | 70,000 | |||||
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger, value | $ (63) | $ (7) | $ 6 | $ 1 | 63 | ||||
Net assets acquired under Reverse Merger, shares | 401,392,948 | ||||||||
Net assets acquired under Reverse Merger, value | $ 4,014 | 370,421 | 374,435 | ||||||
Net loss | (115,883) | (115,883) | |||||||
Ending balance, shares at Aug. 31, 2020 | 0 | 0 | 0 | 401,392,948 | 630,000 | 70,000 | |||
Ending balance, value at Aug. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 4,014 | $ 6 | $ 1 | $ 370,484 | $ (116,394) | $ 258,111 |
1. Organization and Business
1. Organization and Business | 3 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Unless the context otherwise requires, references to the “Company,” the “combined company,” “Patriot,” “Mosaic,” “we,” “our,” or “us” in this quarterly report refer to Patriot Scientific Corporation and its subsidiaries immediately following the Reverse Merger, as the Registrant, until its name change to Mosaic ImmunoEngineering Inc. is approved and effective. 1. Organization and Business Organization Mosaic ImmunoEngineering Inc. (referred to as “Private Mosaic” prior to the Reverse Merger, as described below) was organized under Delaware law on March 30, 2020 (date of inception). Private Mosaic will maintain the legal entity name of Patriot Scientific Corporation as the Registrant (the “Company,” “combined company,” “Patriot,” “Mosaic,” “we,” “us,” or “our”) until its name change to Mosaic ImmunoEngineering Inc. is approved and effective. Patriot Scientific Corporation, together with its wholly-owned subsidiaries, is an early-stage biotechnology company focused on a novel platform technology using immunostimulatory nanotechnology-based therapeutics and vaccines to treat and prevent cancer and infectious diseases (see Note 6). Stock Purchase Agreement On August 19, 2020, PTSC and Private Mosaic entered into a stock purchase agreement (“Stock Purchase Agreement”). The transaction closed on August 21, 2020 (“Closing Date”) in accordance with the terms of the Stock Purchase Agreement, whereby one of the wholly owned subsidiaries of PTSC merged with and into Private Mosaic, with Private Mosaic surviving as wholly owned subsidiary of PTSC (the “Reverse Merger”) (see Note 2). On the Closing Date, PTSC acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 shares of its Class A common stock (“Class A Stock”) and 70,000 shares of its Class B common stock (“Class B Stock”) (collectively referred to as “Target Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of PTSC’s Series A Convertible Voting Preferred Stock (“Series A Preferred”) and holders of the Class B Stock received 70,000 shares of PTSC’s Series B Convertible Voting Preferred Stock (“Series B Preferred”). Each share of Series A Preferred converts into 5,097.053 shares of common stock of Patriot and possesses full voting rights, on an as-converted basis, as the common stock of Patriot, as defined in the Series A Certificate of Designation. Each share of Series B Preferred converts into 5,734.185 shares of common stock of Patriot, possesses full voting rights, on an as-converted basis, as the common stock of the Patriot and contains certain anti-dilution protections, as defined in the Series B Certificate of Designation. On a fully diluted, as converted basis, the holders of Series A Preferred and Series B Preferred, in aggregate, own 90% of the issued and outstanding common stock of the combined company. Private Mosaic was determined to be the accounting acquirer based upon the terms of the Stock Purchase Agreement and other factors including: (i) Private Mosaic stockholders owned 90% of the combined organization immediately following the Closing Date, (ii) Private Mosaic directors held a majority of board seats in the combined organization and (iii) Private Mosaic management held all key positions in the management of the combined company. Liquidity and Management’s Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. At August 31, 2020, the Company had cash and cash equivalents of $373,378 and has not yet generated any revenues. Therefore, our ability to continue our operations is highly dependent on our ability to raise capital to fund future operations. We anticipate, based on currently proposed plans and assumptions that our cash on hand will not satisfy our operational and capital requirements through twelve months from the filing date of this report on Form 10-Q. There are a number of uncertainties associated with our ability to raise additional capital and we have no current arrangements with respect to any additional financing. In addition, the continuation of disruptions caused by COVID-19 may cause investors to slow down or delay their decision to deploy capital based on volatile market conditions which will adversely impact our ability to fund future operations. Consequently, there can be no assurance that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional capital will delay our ability to conduct our business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders. The above matters raise substantial doubt regarding our ability to continue as a going concern. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation As a result of the Reverse Merger, Private Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Reverse Merger and, for all periods following the Reverse Merger, the results of operations of the combined company will be included in the Company’s consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. Operating results for the three months ended August 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2021. Reverse Merger On August 21, 2020, Private Mosaic completed a Reverse Merger with PTSC pursuant to which Private Mosaic merged into PTSC (see Note 1). Due to the nominal assets and limited operations of PTSC prior to the Reverse Merger, the transaction was treated as a reverse acquisition under the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 whereby Private Mosaic became the accounting acquirer (legal acquiree) and PTSC was treated as the accounting acquiree (legal acquirer). As the transaction was treated as a reverse asset acquisition, no intangibles, including goodwill, were recognized. The net tangible assets acquired and liabilities assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and are recorded at their estimated acquisition date fair values as of the Closing Date, as follows: Cash and cash equivalents $ 427,971 Restricted cash and cash equivalents 177,244 Refundable income taxes 26,078 Prepaid expenses and other current assets 10,402 Investment in affiliated company 32,739 Accounts payable, accrued expenses and other (299,999 ) Net assets acquired $ 374,435 Investment in Affiliated Company We have a 50% interest in Phoenix Digital Solutions LLC (“PDS”). We account for our investment using the equity method of accounting since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and is recognized in the condensed consolidated statements of operations in the caption “Equity in earnings (loss) of affiliated company” and also is adjusted by contributions to and distributions from PDS. We review our investment in PDS to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. If the decline in value is deemed to be other than temporary, we would recognize an impairment loss (see Note 4). Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the fair value of the anti-dilution issuance rights liability (derivative liability), investment in affiliated company, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates and assumptions. Patent Costs Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are classified as general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Income (Loss) Per Share Basic income (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the quarter ended August 31, 2020, the issuance of 3,612,536,340 shares of common stock upon the conversion of Series A Preferred and Series B Preferred were excluded in the calculation of diluted loss per share as the impact was anti-dilutive during periods of net loss. In connection with an acquisition of Crossflo by PTSC, 2,844,630 escrow shares were issued that are contingent upon certain representations and warranties made by Crossflo. We exclude these escrow shares from the basic income (loss) per share calculations and would have included the escrowed shares in the diluted income per share calculations if we reported net income. Income Taxes We follow authoritative guidance in accounting for uncertainties in income taxes. This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance, we may only recognize tax positions that meet a “more likely than not” threshold. We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. We assess our deferred tax assets annually under more likely than not scenarios in which they may be realized through future income. In addition, utilization of our net operating loss carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred as a result of the Reverse Merger, or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the net operating loss carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a Company by certain stockholders. Moreover, since we will need to raise substantial additional funding to finance our operations, we may undergo further ownership changes in the future, which could further limit our ability to use net operating loss carryforwards. As a result, if we generate taxable income, our ability to use some of our net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future tax liability to us. With the exception of refundable income taxes, we have determined that it was more likely than not that all of our deferred tax assets will not be realized in the future due to our continuing pre-tax and taxable losses in addition to the potential loss of deferred tax assets as a result of the Reverse Merger (see Note 1). As a result of this determination, and with the exception for the aforementioned refundable income taxes, we have recorded a full valuation allowance against our deferred tax assets. Assessment of Contingent Liabilities We may be involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate. Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. Recent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The issue addressed in ASU 2016-15 that will affect the Company is classifying distributions received from equity method investments. The guidance provides an accounting policy election for classifying distributions received from equity method investments using either a cumulative earnings approach or a nature of distributions approach. The Company adopted this standard on March 30, 2020 (date of inception). The adoption did not have a material effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard on March 30, 2020 (date of inception). Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. The Company adopted ASU 2016-01 on March 30, 2020 (date of inception). Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, as amended ("ASC 842"), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASC 842 effective March 30, 2020 (date of inception). As permitted under the transition guidance, the Company will carry forward the assessment of whether its contracts contain or are leases, classification of its leases and remaining lease terms. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, modifies, and adds various disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. The Company adopted ASU 2018-13 effective March 30, 2020 (date of inception). Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. |
3. Fair Value of Financial Inst
3. Fair Value of Financial Instruments | 3 Months Ended |
Aug. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The Company’s financial instruments consist of money market funds as well as an anti-dilution issuance rights liability pursuant to the License Option Agreement with Case Western Reserve University (“CWRU”) (see Note 6). The anti-dilution issuance rights meet the definition of a derivative under FASB’s ASC Topic 815 and the liability is carried at fair value. Under this authoritative guidance, we are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We determine fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment or valuations by third party professionals. The three levels of inputs that we may use to measure fair value are: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy: Fair Value Measurements at August 31, 2020 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash $ 373,378 $ 373,378 $ – $ – Restricted cash and cash equivalents 177,244 177,244 – – Total assets $ 550,622 $ 550,622 $ – $ – Liabilities: Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500 Fair Value Measurements at May 31, 2020 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash $ 500 $ 500 $ – $ – Total assets $ 500 $ 500 $ – $ – Anti-Dilution Issuance Rights Liability Pursuant to the Series B Preferred Certificate of Designation, the Series B Preferred includes certain anti-dilution issuance rights, whereby the holder will continue to maintain equity ownership equal to 10% of the fully diluted shares of common stock outstanding, calculated on an as converted basis, including all other convertible securities outstanding and reserved for issuance (and excluding stock options issued and outstanding and reserved for issuance under a Board approved employee stock option plan reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company) until the Company raises approximately $626,000 from the sale of common or preferred stock, or a combination thereof (see Note 6). To determine the estimated fair value of the anti-dilution issuance rights liability, the Company used a Monte Carlo simulation methodology, which models the future movement of stock prices based on several key variables. At the date of issuance on August 21, 2020 (at inception) and as of the quarter ended August 31, 2020, the estimated fair value of the anti-dilution issuance rights was $83,500. We initially recorded the fair value as a derivative liability with a corresponding charge to research and development expense and we will mark-to-market at each reporting period, with changes in fair value recognized in other income (expense) in the consolidated statement of operations at each period-end while this derivative instrument is outstanding. The primary inputs used in valuing the anti-dilution issuance rights liability at inception and upon remeasurement at August 31, 2020, were as follows: At August 31, 2020 At inception Fair value of common stock (per share) $0.0080 $0.0066 Estimated additional shares of common stock 22,395,346 28,730,844 Expected volatility 135% 135% Expected term (years) 0.45 0.45 Risk-free interest rate 0.12% 0.11% The fair value of the derivative liability was determined by management with the assistance of an independent third-party specialist. The computation of expected volatility was estimated using available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. In addition, the Company incorporated the estimated number of shares, timing, and probability of future equity financings in the calculation of the anti-dilution issuance rights liability. |
4. Investment in Affiliated Com
4. Investment in Affiliated Companies | 3 Months Ended |
Aug. 31, 2020 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in Affiliated Companies | 4. Investment in Affiliated Companies Phoenix Digital Solutions, LLC (“PDS”) PDS was previously formed by PTSC to pursue licensing of its intellectual property. We own 50% of the membership interests of PDS, representing $28,632 as of August 31, 2020. On September 29, 2020, the managing members of PDS agreed to wind up and dissolve PDS as the underlying intellectual property was no longer enforceable. We expect that our 50% membership interest in the remaining net cash on hand will approximate the book value at August 31, 2020. PDS’s balance sheet at August 31, 2020 is as follows: August 31, 2020 (Unaudited) Assets: Cash $ 65,478 Total assets $ 65,478 Liabilities and Members’ Equity: Accrued expenses $ 8,214 Members’ equity 57,264 Total liabilities and members’ equity $ 65,478 PDS’s statement of operations for the quarter ended August 31, 2020 is as follows: Quarter Ended August 31, 2020 (Unaudited) Expenses $ 8,214 Net loss $ (8,214 ) Holocom, Inc. We currently own 2,100,000 shares of preferred stock, representing approximately a 46% ownership interest, on an as-converted basis, in Holocom, Inc. (“Holocom”), a California corporation that manufactures products that protect information transmitted over secure networks. The shares are convertible at our option into shares of Holocom’s common stock on a one-to-one basis. The preferred stock entitles us to receive non-cumulative dividends at the per annum rate of $0.04 per share, when and if declared by the Board of Directors of Holocom, as well as a liquidation preference of $0.40 per share, plus an amount equal to all declared but unpaid dividends. As of the Closing Date (see Note 1) and as of August 31, 2020, our investment in Holocom was valued at $0 based on various indicators of impairment, including Holocom’s inability to meet its business plan and raise sufficient capital, in addition to the general economic environment. |
5. Accrued Expenses and Other C
5. Accrued Expenses and Other Current Liabilties | 3 Months Ended |
Aug. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other | 5. Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders Accrued expenses and other current liabilities consisted of the following as of: August 31, 2020 May 31, 2020 Crossflo acquisition liability $ 177,244 $ – Accrued legal 15,000 – Other accrued expenses 1,928 – Total accrued expenses and other current liabilities $ 194,172 $ – In September 2008, PTSC acquired Patriot Data Solutions Group, Inc. formerly known as Crossflo Systems, Inc. (“PDSG”). In connection with an acquisition of Crossflo by PTSC, we have accrued $177,244 that could be payable to Crossflo investors. We have set aside restricted cash and cash equivalents in the amount of $177,244 to cover any potential liability. Accrued Payable to Founders At May 31, 2020, accrued payable to founders of $1,011 represents reimbursable advances to the Company to establish the Company and a bank account for operations. At August 31, 2020, accrued payable to founders of $55,777 represents advances to the Company to establish the Company and a bank account for operations, consulting services provided by a founder, plus the overpayment of $49,997 in common stock subscribed. Such accrued payable to founders does not earn interest and is not convertible into any other security. |
6. License Option Agreement
6. License Option Agreement | 3 Months Ended |
Aug. 31, 2020 | |
License Option Agreement | |
License Option Agreement | 6. License Option Agreement On July 1, 2020, we signed a Material Transfer, Evaluation, and Exclusive Option Agreement (“License Option Agreement”) with Case Western Reserve University (“CWRU”), granting the Company the exclusive right to license technology for a novel platform technology using virus-like nanoparticles to treat and prevent cancer and infectious diseases in humans and for veterinary use. Under the License Option Agreement, CWRU granted the Company the exclusive option for a period of two (2) years to negotiate and enter into a license agreement with CWRU, provided that we meet certain diligence milestones, including but not limited to, (i) delivering a development plan within 18 months, (ii) raising $3 million in either equity, debt, or grant funding, or a combination thereof within 18 months, (iii), generating sufficient preclinical data to support the identification of the initial field of use to support the initial planned clinical indication for the technology, (iv) determining manufacturing processes and cGMP requirements to manufacture the initial product for use in toxicology studies, and (v) identifying required toxicology studies required to support Phase I clinical trials in the initial field of use. In addition, the parties agreed to the royalty rates payable on net sales of licensed products to fall within the range of 4% to 8% and the parties agree to negotiate in good faith on the final licensing terms. Under the License Option Agreement, Private Mosaic issued CWRU 70,000 shares of Class B Common Stock at the fair market value of $7 on the date of issuance, representing 10% of the fully diluted shares of common stock outstanding of Private Mosaic. On August 21, 2020, the Class B Stock was exchanged for shares of Series B Preferred under the Reverse Merger, which included certain anti-dilution rights. Pursuant to the Certificate of Designation, the Series B Preferred holder will continue to maintain ownership equal to 10% of the fully diluted shares of common stock outstanding of the Company, including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under a board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company then outstanding, until we initially raise at least $1 million from the sale of either preferred or common stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, net working capital acquired under the Reverse Merger of approximately $374,000 was applied against the Capital Threshold. As of August 31, 2020, the remaining Capital Threshold was approximately $626,000. The anti-dilution issuance rights under the License Option Agreement meet the definition of a derivative instrument under FASB’s ASC Topic 815, Derivatives and Hedging In addition, if we enter into a license agreement with CWRU, we would be responsible for the reimbursement of all past patent costs incurred by CWRU though the date of the License Option Agreement, which amount has been estimated to be approximately $267,000. This amount will be expensed when the Company intends to enter into a license agreement with CWRU. |
7. Stockholders' Equity
7. Stockholders' Equity | 3 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity On the Closing Date of the Reverse Merger, PTSC acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 shares of its Class A common stock (“Class A Stock”) and 70,000 shares of its Class B common stock (“Class B Stock”) (collectively referred to as “Target Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of the Company’s Series A Convertible Voting Preferred Stock (“Series A Preferred”) and holders of the Class B Stock received 70,000 shares of the Company’s Series B Convertible Voting Preferred Stock (“Series B Preferred”). In addition, holders of the Series A Preferred and Series B Preferred have certain investor registration rights. At any time after 180 days following the Closing Date of the Reverse Merger, holders of at least 75% of the Series A Preferred and Series B Preferred can demand that the Company file a registration statement on Form S-1 within 60 days of the holders request. Furthermore, in the event the Company is eligible to file a registration statement on Form S-3, the holders can request the Company file the registration at any time, and the Company will have 60 days to comply with such request. In any event, there are no penalties if the Company is unable to comply with the holders request. Moreover, the holders of Series A Preferred and Series B Preferred agreed to vote all shares owned in favor of an increase in the authorized number of shares of common stock or to vote for a reverse stock split, at a ratio determined by the Board of Directors of the Company, to ensure that the Company has sufficient authorized shares of common stock upon the conversion of Series A Preferred and Series B Preferred into shares of common stock. Series A Preferred On August 21, 2020, the Company issued 630,000 shares of Series A Preferred (classified as permanent equity), in exchange for 630,000 shares of Series A Common Stock of Private Mosaic. Each share of Series A Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each share of Series A Preferred converts into 5,097.053 shares of common stock of the Company (“Series A Conversion Number”). In addition, the Series A Preferred possesses full voting rights, on an as-converted basis, as the common stock of the Company, as defined in the Series A Certificate of Designation. Furthermore, the Series A Preferred will automatically convert into common stock of the Company upon (i) the Company filing an Amended and Restated Articles of Incorporation so that the Company has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding shares of the Series A Preferred into common stock and (ii) the effectiveness of any registration statement registering the resale of the underlying shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a “Liquidation Event”), the Holders of Series A Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock, an amount per share in cash equal to the greater of (x) the stated value of $6.50 for each share of Series A Preferred then held by the holder or (y) the amount payable per share of common stock which such holder of Series A Preferred would have received if such Holder had converted to common stock immediately prior to the Liquidation Event. Series B Preferred On August 21, 2020, the Company issued 70,000 shares of Series B Preferred (classified as permanent equity), in exchange for 70,000 shares of Series B Common Stock of Private Mosaic. Each share of Series B Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each share of Series B Preferred converts into 5,734.185 shares of common stock of the Company (“Series B Conversion Number”). In addition, the Series B Preferred possesses full voting rights, on an as-converted basis, as the common stock of the Company, as defined in the Series B Certificate of Designation. Furthermore, the Series B Preferred does not have any mandatory conversion rights and only converts upon written notice from the holder. The Class B Preferred also includes certain anti-dilution rights (“anti-dilution issuance rights”), whereby the holder of Class B Preferred will continue to maintain ownership equal to 10% of the fully diluted shares of common stock outstanding, including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under a board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company then outstanding, until we raise at least $1 million from the sale of either preferred or common stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, any net working capital acquired under a reverse merger or acquisition shall be applied against the Capital Threshold. The preliminary net working capital of PTSC on the Closing Date was approximately $374,000. As such, remaining Capital Threshold is approximately $626,000 as of August 31, 2020. The anti-dilution issuance rights meet the definition of a derivative instrument under FASB’s ASC Topic 815, Derivatives and Hedging (see Note 3). In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a “Liquidation Event”), the Holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock, an amount per share in cash equal to the greater of (x) the stated value of $6.50 for each share of Series A Preferred then held by the holder or (y) the amount payable per share of common stock which such holder of Series B Preferred would have received if such Holder had converted to common stock immediately prior to the Liquidation Event. |
8. Commitments and Contingencie
8. Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Matters While the Company is not involved in any litigation as of August 31, 2020, the Company may be involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. Any litigation could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods. Indemnification We have made certain guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees, and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these guarantees and indemnities in the accompanying condensed consolidated balance sheets. Escrow Shares On August 31, 2009, we gave notice to the former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the acquisition of Crossflo, and seeking the return of 2,844,630 shares of our common stock held by the Escrow Agent. Subsequently, former shareholders of Crossflo, representing a majority of the escrowed shares responded in protest to our claim, delaying the release of the escrowed shares until a formal resolution is reached. In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one year escrow period, calculated in accordance with the Section 2.5 of the Agreement. We have evaluated the potential for loss regarding our claim and believe that it is probable that the resolution of this issue will not result in a material obligation to the Company, although there is no assurance of this. Accordingly, we have not recorded a liability for this matter. Patent Expenses Under the License Option Agreement (see Note 6), if we enter into a license agreement with CWRU, we would be responsible for the reimbursement of all past patent costs incurred by CWRU though the date of the License Option Agreement, which amount has been estimated to be approximately $267,000. This amount will be expensed when the Company intends to enter into a license agreement with CWRU. |
9. Subsequent Events
9. Subsequent Events | 3 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events We have evaluated subsequent events after the consolidated balance sheet date and through the filing date of these consolidated financial statements, and based on our evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto other than as disclosed in the accompanying notes. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As a result of the Reverse Merger, Private Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Reverse Merger and, for all periods following the Reverse Merger, the results of operations of the combined company will be included in the Company’s consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. Operating results for the three months ended August 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2021. |
Reverse Merger | Reverse Merger On August 21, 2020, Private Mosaic completed a Reverse Merger with PTSC pursuant to which Private Mosaic merged into PTSC (see Note 1). Due to the nominal assets and limited operations of PTSC prior to the Reverse Merger, the transaction was treated as a reverse acquisition under the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 whereby Private Mosaic became the accounting acquirer (legal acquiree) and PTSC was treated as the accounting acquiree (legal acquirer). As the transaction was treated as a reverse asset acquisition, no intangibles, including goodwill, were recognized. The net tangible assets acquired and liabilities assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and are recorded at their estimated acquisition date fair values as of the Closing Date, as follows: Cash and cash equivalents $ 427,971 Restricted cash and cash equivalents 177,244 Refundable income taxes 26,078 Prepaid expenses and other current assets 10,402 Investment in affiliated company 32,739 Accounts payable, accrued expenses and other (299,999 ) Net assets acquired $ 374,435 |
Investment in Affiliated Company | Investment in Affiliated Company We have a 50% interest in Phoenix Digital Solutions LLC (“PDS”). We account for our investment using the equity method of accounting since the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the investee and is recognized in the condensed consolidated statements of operations in the caption “Equity in earnings (loss) of affiliated company” and also is adjusted by contributions to and distributions from PDS. We review our investment in PDS to determine whether events or changes in circumstances indicate that the carrying amount may not be recoverable. If the decline in value is deemed to be other than temporary, we would recognize an impairment loss (see Note 4). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the fair value of the anti-dilution issuance rights liability (derivative liability), investment in affiliated company, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates and assumptions. |
Patent Costs | Patent Costs Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are classified as general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the quarter ended August 31, 2020, the issuance of 3,612,536,340 shares of common stock upon the conversion of Series A Preferred and Series B Preferred were excluded in the calculation of diluted loss per share as the impact was anti-dilutive during periods of net loss. In connection with an acquisition of Crossflo by PTSC, 2,844,630 escrow shares were issued that are contingent upon certain representations and warranties made by Crossflo. We exclude these escrow shares from the basic income (loss) per share calculations and would have included the escrowed shares in the diluted income per share calculations if we reported net income. |
Income Taxes | Income Taxes We follow authoritative guidance in accounting for uncertainties in income taxes. This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance, we may only recognize tax positions that meet a “more likely than not” threshold. We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. We assess our deferred tax assets annually under more likely than not scenarios in which they may be realized through future income. In addition, utilization of our net operating loss carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred as a result of the Reverse Merger, or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the net operating loss carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a Company by certain stockholders. Moreover, since we will need to raise substantial additional funding to finance our operations, we may undergo further ownership changes in the future, which could further limit our ability to use net operating loss carryforwards. As a result, if we generate taxable income, our ability to use some of our net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future tax liability to us. With the exception of refundable income taxes, we have determined that it was more likely than not that all of our deferred tax assets will not be realized in the future due to our continuing pre-tax and taxable losses in addition to the potential loss of deferred tax assets as a result of the Reverse Merger (see Note 1). As a result of this determination, and with the exception for the aforementioned refundable income taxes, we have recorded a full valuation allowance against our deferred tax assets. |
Assessment of Contingent Liabilities | Assessment of Contingent Liabilities We may be involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate. |
Segment Data | Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 provides guidance intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The issue addressed in ASU 2016-15 that will affect the Company is classifying distributions received from equity method investments. The guidance provides an accounting policy election for classifying distributions received from equity method investments using either a cumulative earnings approach or a nature of distributions approach. The Company adopted this standard on March 30, 2020 (date of inception). The adoption did not have a material effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard on March 30, 2020 (date of inception). Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. The Company adopted ASU 2016-01 on March 30, 2020 (date of inception). Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, as amended ("ASC 842"), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASC 842 effective March 30, 2020 (date of inception). As permitted under the transition guidance, the Company will carry forward the assessment of whether its contracts contain or are leases, classification of its leases and remaining lease terms. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, modifies, and adds various disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. The Company adopted ASU 2018-13 effective March 30, 2020 (date of inception). Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of assets acquired and liabilities assumed | Cash and cash equivalents $ 427,971 Restricted cash and cash equivalents 177,244 Refundable income taxes 26,078 Prepaid expenses and other current assets 10,402 Investment in affiliated company 32,739 Accounts payable, accrued expenses and other (299,999 ) Net assets acquired $ 374,435 |
3. Fair Value of Financial In_2
3. Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities | Fair Value Measurements at August 31, 2020 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash $ 373,378 $ 373,378 $ – $ – Restricted cash and cash equivalents 177,244 177,244 – – Total assets $ 550,622 $ 550,622 $ – $ – Liabilities: Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500 Fair Value Measurements at May 31, 2020 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash $ 500 $ 500 $ – $ – Total assets $ 500 $ 500 $ – $ – |
Schedule of assumptions used | At August 31, 2020 At inception Fair value of common stock (per share) $0.0080 $0.0066 Estimated additional shares of common stock 22,395,346 28,730,844 Expected volatility 135% 135% Expected term (years) 0.45 0.45 Risk-free interest rate 0.12% 0.11% |
4. Investment in Affiliated C_2
4. Investment in Affiliated Company (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Balance sheet and income statement of affiliate | PDS’s balance sheet at August 31, 2020 is as follows: August 31, 2020 (Unaudited) Assets: Cash $ 65,478 Total assets $ 65,478 Liabilities and Members’ Equity: Accrued expenses $ 8,214 Members’ equity 57,264 Total liabilities and members’ equity $ 65,478 PDS’s statement of operations for the quarter ended August 31, 2020 is as follows: Quarter Ended August 31, 2020 (Unaudited) Expenses $ 8,214 Net loss $ (8,214 ) |
5. Accrued Expenses and Other_2
5. Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | August 31, 2020 May 31, 2020 Crossflo acquisition liability $ 177,244 $ – Accrued legal 15,000 – Other accrued expenses 1,928 – Total accrued expenses and other current liabilities $ 194,172 $ – |
1. Organization and Business (D
1. Organization and Business (Details Narrative) - USD ($) | 3 Months Ended | ||
Aug. 21, 2020 | Aug. 31, 2020 | May 31, 2020 | |
Cash and cash equivalents | $ 373,378 | $ 500 | |
Mosaic ImmunoEngineering [Member] | Common Class A [Member] | |||
Stock exchanged, shares exchanged | (630,000) | ||
Mosaic ImmunoEngineering [Member] | Common Class B [Member] | |||
Stock exchanged, shares exchanged | (70,000) | ||
Mosaic ImmunoEngineering [Member] | Series A Preferred Stock [Member] | |||
Stock exchanged, shares issued | 630,000 | ||
Each share of Preferred stock converts into PTSC common stock | 5097.053 | ||
Mosaic ImmunoEngineering [Member] | Series B Preferred Stock [Member] | |||
Stock exchanged, shares issued | 70,000 | ||
Each share of Preferred stock converts into PTSC common stock | 5734.185 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - Reverse Merger) - Mosaic ImmunoEngineering [Member] | Aug. 21, 2020USD ($) |
Cash and cash equivalents | $ 427,971 |
Restricted cash and cash equivalents | 177,244 |
Refundable income taxes | 26,078 |
Prepaid expenses and other current assets | 10,402 |
Investment in affiliated company | 32,739 |
Accounts payable, accrued expenses and other | (299,999) |
Net assets acquired | $ 374,435 |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Aug. 31, 2020shares | |
Crossflo [Member] | |
Shares held in escrow | 2,844,630 |
Preferred Series A and B [Member] | |
Antidilutive shares | 3,612,536,340 |
PDS [Member] | |
Percentage of investment in affiliated company | 50.00% |
3. Fair Value of Financial In_3
3. Fair Value of Financial Instruments (Details - Fair Value) - USD ($) | Aug. 31, 2020 | May 31, 2020 |
Fair value of assets | $ 550,622 | $ 500 |
Fair value of liabilities | 83,500 | |
Cash [Member] | ||
Fair value of assets | 373,378 | 500 |
Restricted Cash and Cash Equivalents [Member] | ||
Fair value of assets | 177,247 | |
Fair Value Inputs Level 1 | ||
Fair value of assets | 550,622 | 500 |
Fair value of liabilities | 0 | |
Fair Value Inputs Level 1 | Cash [Member] | ||
Fair value of assets | 373,378 | 500 |
Fair Value Inputs Level 1 | Restricted Cash and Cash Equivalents [Member] | ||
Fair value of assets | 177,247 | |
Fair Value Inputs Level 1 | Anti-dilution Issuance Rights Liability [Member] | ||
Fair value of liabilities | 0 | |
Fair Value Inputs Level 2 | ||
Fair value of assets | 0 | 0 |
Fair value of liabilities | 0 | |
Fair Value Inputs Level 2 | Cash [Member] | ||
Fair value of assets | 0 | 0 |
Fair Value Inputs Level 2 | Restricted Cash and Cash Equivalents [Member] | ||
Fair value of assets | 0 | |
Fair Value Inputs Level 2 | Anti-dilution Issuance Rights Liability [Member] | ||
Fair value of liabilities | 0 | |
Fair Value Inputs Level 3 | ||
Fair value of assets | 0 | 0 |
Fair value of liabilities | 83,500 | |
Fair Value Inputs Level 3 | Cash [Member] | ||
Fair value of assets | 0 | 0 |
Fair Value Inputs Level 3 | Restricted Cash and Cash Equivalents [Member] | ||
Fair value of assets | $ 0 | |
Fair Value Inputs Level 3 | Anti-dilution Issuance Rights Liability [Member] | ||
Fair value of liabilities | $ 83,500 |
4. Investment in Affiliated C_3
4. Investment in Affiliated Company (Details - balance sheet) - PDS [Member] | Aug. 31, 2020USD ($) |
Cash | $ 65,478 |
Total assets | 65,478 |
Accrued expenses | 8,214 |
Members' equity | 57,264 |
Total liabilities and members' equity | $ 65,478 |
Joint venture ownership percentage | 50.00% |
4. Investment in Affiliated C_4
4. Investment in Affiliated Company (Details - Statements of Operations) | 3 Months Ended |
Aug. 31, 2020USD ($) | |
Provision for income taxes and foreign taxes | $ 0 |
PDS [Member] | |
Expenses | 8,214 |
Net loss | $ 8,214 |
4. Investment in Affiliated C_5
4. Investment in Affiliated Company (Details Narrative) - USD ($) | Aug. 31, 2020 | May 31, 2020 |
Investment in affiliated company | $ 28,632 | $ 0 |
Holocom [Member] | ||
Equity interest percentage | 46.00% | |
Investment in affiliated company | $ 0 | |
Holocom [Member] | Preferred Stock [Member] | ||
Equity shares owned | 2,100,000 |
5. Accrued Expenses and Other L
5. Accrued Expenses and Other Liabilities (Details) - USD ($) | Aug. 31, 2020 | May 31, 2020 |
Payables and Accruals [Abstract] | ||
Crossflo acquisition liability | $ 177,244 | $ 0 |
Accrued legal | 15,000 | 0 |
Other accrued expenses | 1,928 | 0 |
Accrued expenses | $ 194,172 | $ 0 |
8. Commitments and Contingenc_2
8. Commitments and Contingencies (Details Narrative) | Aug. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Possible patent cost liability | $ 267,000 |