Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2017 | Jan. 08, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. | |
Entity Central Index Key | 1,350,156 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,667,698 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) | Nov. 30, 2017 | May 31, 2017 |
Current Assets | ||
Cash | $ 2,596 | $ 8,779 |
Total Current Assets | 2,596 | 8,779 |
Total Assets | 2,596 | 8,779 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 131,219 | 131,219 |
Accounts Payable – Related Party | 52,228 | |
Loans Payable - Shareholders | 51,708 | 17,280 |
Convertible Note Payable - Related Party | 1,058,760 | 1,058,760 |
Total Current Liabilities | 1,293,915 | 1,207,259 |
STOCKHOLDERS’ DEFICIT | ||
Common stock | 19,668 | 19,668 |
Additional Paid-in Capital | 2,682,303 | 2,682,303 |
Accumulated other Comprehensive Loss | 57,197 | 57,197 |
Retained Deficit | (3,957,648) | |
Total Stockholders’ Deficit | (1,291,319) | (1,198,480) |
Total Liabilities and Stockholders’ Deficit | $ 2,596 | $ 8,779 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2017 | May 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,667,698 | 19,667,698 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Expenses | ||||
Consulting fees | $ 30,796 | $ 31,500 | $ 64,534 | $ 62,000 |
Professional Fees | 6,000 | 3,493 | 6,000 | |
Office and administration | 5,713 | 8,920 | 12,176 | 13,283 |
Research and Development | 6,216 | 13,531 | 12,636 | 20,031 |
Amortization of Software | 8,512 | 17,025 | ||
Total Operating Expenses | 42,725 | (68,463) | (92,839) | (118,339) |
Operating loss | (42,725) | (68,463) | (92,839) | (118,339) |
Other Income (Expenses) | ||||
Interest expense | 790 | 1,608 | ||
Total Other Income (Expenses) | 790 | 1,608 | ||
Net loss | (42,725) | (69,253) | (92,839) | (119,947) |
Other comprehensive income: | ||||
Foreign currency translation | 4,737 | 4,511 | ||
Comprehensive loss for the period | $ (42,725) | $ (69,253) | $ (92,839) | $ (119,947) |
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | 19,667,698 | 18,426,320 | 19,667,698 | 18,377,320 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (92,839) | $ (119,947) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of Software | 17,025 | |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payable - related party | 52,228 | 52,916 |
Increase (decrease) in accounts payable and accrued liabilities | 1,382 | |
Increase (decrease) in accrued interest | 1,178 | |
Cash Flows used in operating activities | (40,611) | (47,446) |
Cash Flows from Investing Activities | ||
Cash flows used in investing activities | ||
Cash Flows from Financing Activities | ||
Proceeds from shareholder loans | 34,428 | |
Proceeds from sale of common shares | 45,557 | |
Cash flows provided by financing activities | 34,428 | 45,557 |
Effect of exchange rate changes on cash | 233 | |
Increase (decrease) in cash during the period | (6,183) | (1,656) |
Cash, beginning of period | 8,779 | 7,151 |
Cash, end of period | 2,596 | 5,495 |
Supplemental Disclosure: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Non-cash investing and financing activities: | ||
Accounts payable related party settled with stock | $ 44,445 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1 - Organization and Description of Business | Note 1 – Organization and Description of Business PreAxia Health Care Payment Systems Inc. (the “Company”) was incorporated in the State of Nevada on 28 January 2008. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. The primary operations of the Company will eventually be undertaken by PreAxia Canada Inc (“PreAxia Canada”). PreAxia Canada is in the process of developing an online access system creating a health savings account that allows card payments and processing services to third-party administrators, insurance companies and others. PreAxia Canada Inc. was incorporated pursuant to the laws of the Province of Alberta on January 28, 2008. PreAxia Canada Inc. is a wholly owned subsidiary of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Reclassification Certain prior period amounts in the consolidated financial statements have been reclassified to conform to current period presentation. Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements of PreAxia Health Care Payment Systems Inc. (the “Company”) have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended May 31, 2017. The interim consolidated financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of November 30, 2017, and the results of operations, and cash flows presented herein have been included in the consolidated financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. Principles of Consolidation The consolidated financial statements include the accounts of the Company and PreAxia Canada. All inter-company accounts and transactions have been eliminated in consolidation. Going Concern These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of November 30, 2017, the Company had not yet achieved profitable operations, has accumulated losses of $4,050,487, has negative working capital of $1,291,319 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but believes the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of PreAxia Canada is the Canadian dollar. Assets and liabilities in the accompanying consolidated financial statements are translated into United States dollars at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders’ deficit. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at November 30, 2017. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. Gain (Loss) Per Share Gain (loss) per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding during the period . The Company has 10,587,600 and 0 shares of potential common stock equivalents related to convertible related party loans as of November 30, 2017 and 2016, respectively. A separate computation of diluted earnings (loss) per share is not presented since the Company has net losses as the effects would be anti-dilutive. Research and Development Costs The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs . Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development. The Company has capitalized certain costs in the development of our proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to our marketing and initial sales. Website development costs have been capitalized, under the same criteria as our marketed software. Capitalized software costs are stated at cost. The estimated useful life of costs capitalized is evaluated for each specific project. The software is being amortized over three years starting June 2014 and has been fully amortized as of November 30, 2017 and May 31, 2017. Impairment of Long-Lived Assets The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes computer equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets as of November 30, 2017. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertain income tax positions. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Nov. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 3 - Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements The Company reviews new accounting standards as issued or updated. No new standards or updates had any material effect on these consolidated financial statements. The accounting pronouncements issued subsequent to the date of these consolidated financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Note 4 - Related Party Transactions | Note 4 Related Party Transactions Accounts Payable to Related Parties As of November 30, 2017 and May 31, 2017, Accounts payable – related party totaled $52,228 and $0, respectively, due and payable to Mr. Zapatinas. There are no terms of repayment for this payable. Accounts payable - related party was increased by $60,000 for consulting services by Mr. Zapatinas and $2,406 for other expenses incurred during the period. The accounts payable - related party was also decreased during the period by $10,178 for payments made to Mr. Zapatinas. As of November 30, 2016, the accounts payable - related party was reduced by $44,445 related to the issuance of 88,890 shares of common stock. Loans Payable - Shareholders As of November 30, 2017 and May 31, 2017, the Company owed other shareholders $51,708 and $17,280, respectively. The terms of repayment are 30 days after demand is made by the shareholder. Convertible Loan Payable – Related Party The Convertible Note Payable - Related Party in the amount of $1,058,760 as at November 31, 2017 and May 31, 2017 is noninterest bearing, is payable on demand and can be converted in whole or in part into common shares at $0.10 per share. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 5 – Stockholders’ Deficit Common Stock The Company is authorized to issue up to 75,000,000 shares of common stock. The shares of common stock are non-assessable, without pre-emption rights, and do not carry cumulative voting rights. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock are entitled to receive dividends if, as and when declared by our Board of Directors. During the period ended November 30, 2016, the Company issued 127,326 shares of which 88,890 were for the reduction of $44,445 in accounts payable related party and 38,436 for $19,218 in cash received. The Company also received an additional $26,339 for 51,679 shares to be issued as discussed below. Subscription Payable On April 21, 2016, the Company recorded the receipt of $19,667 in cash for 39,334 shares to be issued. Shares have been issued during the period ended August 31, 2016. On May 9, 2016, the Company recorded the receipt $15,395 in cash for 30,790 shares to be issued. Shares have been issued during the period ended August 31, 2016. On September 26, 2016, the Company recorded the receipt of $7,577 in cash for 14,154 shares to be issued. On October 21, 2016, the Company recorded the receipt of $18,762 in cash for 37,525 shares to be issued. |
Contingencies
Contingencies | 6 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 6 – Contingencies From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events The Company has evaluated all subsequent events through to the date of these financial statements were issued were issued pursuant to the requirements of ASC Topic 855 and no additional subsequent events occurred that required disclosure. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reclassification | Reclassification Certain prior period amounts in the consolidated financial statements have been reclassified to conform to current period presentation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and PreAxia Canada. All inter-company accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of November 30, 2017, the Company had not yet achieved profitable operations, has accumulated losses of $4,050,487, has negative working capital of $1,291,319 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but believes the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of PreAxia Canada is the Canadian dollar. Assets and liabilities in the accompanying consolidated financial statements are translated into United States dollars at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders’ deficit. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at November 30, 2017. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis. |
Gain (loss) earnings per share | Gain (Loss) Per Share Gain (loss) per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding during the period . The Company has 10,587,600 and 0 shares of potential common stock equivalents related to convertible related party loans as of November 30, 2017 and 2016, respectively. A separate computation of diluted earnings (loss) per share is not presented since the Company has net losses as the effects would be anti-dilutive. |
Research and Development Costs | Research and Development Costs The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs . Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development. The Company has capitalized certain costs in the development of our proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to our marketing and initial sales. Website development costs have been capitalized, under the same criteria as our marketed software. Capitalized software costs are stated at cost. The estimated useful life of costs capitalized is evaluated for each specific project. The software is being amortized over three years starting June 2014 and has been fully amortized as of November 30, 2017 and May 31, 2017. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes computer equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets as of November 30, 2017. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Revenue Recognition | Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. |
Income Taxes | Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertain income tax positions. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Subsequent Events | Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Summary of significant accoun14
Summary of significant accounting policies (Going Concern) (Details Narrative) - USD ($) | Nov. 30, 2017 | May 31, 2017 |
Summary Of Significant Accounting Policies Going Concern Details Narrative | ||
Negative working capital | $ 1,291,319 | |
Retained Deficit | $ (3,957,648) |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2017 | Nov. 30, 2016 | May 31, 2017 | |
Convertible Note Payable - Related Party | $ 1,058,760 | $ 1,058,760 | $ 1,058,760 | |
Loans Payable - Shareholders | 51,708 | 51,708 | 17,280 | |
Accounts Payable – Related Party | 52,228 | 52,228 | ||
Increase in related party accounts payable for services | 52,228 | $ 52,916 | ||
Shareholders [Member] | ||||
Loans Payable - Shareholders | 51,708 | 51,708 | 17,280 | |
Chief Executive Officer [Member] | ||||
Accounts Payable – Related Party | 52,228 | 52,228 | 0 | |
Increase in related party accounts payable for services | 60,000 | |||
Increase in related party accounts payable for other expenses | 2,406 | |||
Payment made to related party | 10,178 | |||
Convertible Notes Payable [Member] | ||||
Convertible Note Payable - Related Party | $ 1,058,760 | $ 1,058,760 | $ 1,058,760 |
Stockholders' Deficit (Narrativ
Stockholders' Deficit (Narrative) (Details) - Common Stock [Member] - USD ($) | 3 Months Ended | ||||
Nov. 30, 2016 | Oct. 21, 2016 | Sep. 26, 2016 | May 09, 2016 | Apr. 21, 2016 | |
Share subscription received, value | $ 18,762 | $ 7,577 | $ 15,395 | $ 19,667 | |
Share subscription received, shares | 37,525 | 14,154 | 30,790 | 39,334 | |
Share issued for subscription, shares | 51,679 | ||||
Share issued against subscription, value | $ 26,339 | ||||
Share issued for cash, shares | 38,436 | ||||
Share issued for cash, value | $ 19,218 | ||||
Shares issued for reduction of accounts payable, shares | 88,890 | ||||
Shares issued for reduction of accounts payable, value | $ 44,445 | ||||
Total shares issued during the period | 127,326 |