Quarterly report pursuant to Section 13 or 15(d)

Note 12 - Fair Value of Financial Instruments

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Note 12 - Fair Value of Financial Instruments
6 Months Ended
Nov. 30, 2017
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block]
Note 12 – Fair Value of Financial Instruments

The Company has entered into convertible note agreements containing beneficial conversion features with Old Main and with FirstFire.  The Old Main 8% Note was satisfied during the three months ended November 30, 2017, along with the derivative liability associated with the Old Main 8% Note. See note 11.  One of the features is a ratchet reset provision which, in general, reduces the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note agreement. The Company accounts for the fair value of the conversion feature in accordance with ASC 815- Accounting for Derivatives and Hedging and Emerging Issues Task Force (“EITF”) 07-05- Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”). The Company carries the embedded derivative on its balance sheet at fair value and accounts for any unrealized change in fair value as a component of its results of operations.

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at November 30, 2017 and May 31, 2017.

 
 
November 30, 2017
 
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Liabilities
                       
Derivative liabilities
 
$
-
   
$
-
   
$
353,093
   
$
353,093
 

 
 
May 31, 2017
 
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Liabilities
                       
Derivative liabilities
 
$
-
   
$
-
   
$
95,276
   
$
95,276
 

The estimated fair values of the Company’s derivative liabilities are as follows:

 
 
Derivative
 
 
 
Liability
 
Liabilities Measured at Fair Value
     
 
     
Balance as of May 31, 2017
 
$
95,276
 
 
       
Issuances
   
673,891
 
 
       
Conversions/Redemptions
   
(603,559
)
 
       
Extinguishment of debt 
   
13,395
 
 
       
Revaluation loss
   
174,090
 
 
       
Balance as of November 30, 2017
 
$
353,093