8. Commitments, Contingencies, and Legal Proceedings

3 Months Ended

Aug. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

8. Commitments, Contingencies, and Legal Proceedings

There are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

On January 21, 2011, the Company entered into a consulting agreement with Juan Miguel Ríos Gutiérrez whereby Mr. Gutiérrez was appointed Chief Executive Officer at $5,000 per month for a term of indefinite period unless terminated by either party with sixty days advance written notice to the other party.

On January 18, 2011, the Company entered into a Consulting Agreement (“Corcom Agreement”) with Corcom, Inc. (“Corcom”), pursuant to which Corcom is to provide certain administrative and related services including, but not limited to, accounting, coordination of annual audits and quarterly reviews, management and review of legal documentation and ensuring timely fulfillment of all regulatory filings. As consideration for the performance of the consulting services under the agreement, we agreed to pay Corcom the sum of US$2,000 per month for the duration of the agreement, exclusive of any applicable sales tax. The agreement is for an indefinite period unless terminated by either party with sixty days advance written notice to the other party. On July 15, 2011, the Corcom Agreement was replaced by an identical Consulting Agreement with Jamco Capital Partners Inc.

On June 15, 2011, the Company entered into a Consulting Agreement (the “Agreement”) with Mark E. Scott, whereby Mr. Scott will serve as Chief Financial Officer of the Company. Concurrently with the Company’s entrance into the Agreement, the Company entered into a Restricted Stock Award Agreement with Mr. Scott (the “RSA”). Pursuant to the Agreement and in connection with his service as Chief Financial Officer of the Company, Mr. Scott will receive: (i) US $4,000 cash per month and (ii) shares of Company common stock equaling US $3,000 per month calculated on a monthly basis, such shares to be vested and issued quarterly (the “Shares”). In accordance with the RSA, the determination of the number of Shares issuable to Mr. Scott is determined by dividing US $3,000 by the average bid and ask price of the Company's common stock as reported by Bloomberg beginning June 15, 2011 and on the last day of each following month thereafter (each a "Determination Date" ). If a Determination Date falls on a date on which the Company's common stock is not reported by Bloomberg, the Determination Date shall be the next reportable trading day.

On September 15, 2011, the Company issued 14,600 shares of restricted common stock at $0.514 per share for a total value of $7,501 related to Mr. Scott's June 15, 2011 Consulting Agreement. On January 16, 2012, the Company issued 33,237 shares of restricted common stock at in accordance with the Restricted Stock Award Agreement dated June 15, 2011 at $0.361 per share for a total value of $12,000 to Mark Scott, our CFO, related to his June 15, 2011 Consulting Agreement. On April 30, 2012, the Company issued 37,285 shares of restricted common stock at $0.282 per share for a total value of $10,500 related to Mr. Scott's June 15, 2011 Consulting Agreement. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to this stock issuance.

As of August 31, 2012, the Company accrued compensation of $12,000 related to the Restricted Stock Award Agreement.