Cover
Cover - shares | 3 Months Ended | |
Aug. 31, 2019 | Sep. 30, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --05-31 | |
Entity Registrant Name | PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. | |
Entity Central Index Key | 0001350156 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 19,667,698 |
Condensed Consolidated Balance
Condensed Consolidated Balance - USD ($) | Aug. 31, 2019 | May 31, 2019 |
Current assets | ||
Cash | $ 6,430 | $ 17,939 |
Total current assets | 6,430 | 17,939 |
Total assets | 6,430 | 17,939 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 145,373 | 134,436 |
Accounts payable and accrued liabilities – related party | 266,533 | 239,836 |
Loans payable - shareholders | 132,902 | 132,902 |
Liability for unissued shares | 126,967 | 126,967 |
Convertible note payable - related party | 1,058,760 | 1,058,760 |
Total current liabilities | 1,730,535 | 1,692,901 |
Total liabilities | 1,730,535 | 1,692,901 |
Commitments and Contingencies | ||
STOCKHOLDERS’ DEFICIT | ||
Capital Stock, $0.001 par value, 75,000,000 shares of common stock authorized, 19,667,698 common shares issued and outstanding at August 31, 2019 and May 31, 2019, respectively | 19,668 | 19,668 |
Additional paid-in capital | 2,605,336 | 2,605,336 |
Accumulated other comprehensive income | 57,197 | 57,197 |
Accumulated deficit | (4,406,306) | (4,357,163) |
Total stockholders’ deficit | (1,724,105) | (1,674,962) |
Total liabilities and stockholders’ deficit | $ 6,430 | $ 17,939 |
Condensed Consolidated Balance
Condensed Consolidated Balance (Parenthetical) - $ / shares | Aug. 31, 2019 | May 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,667,698 | 19,667,698 |
Common stock, shares outstanding | 19,667,698 | 19,667,698 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Consulting | 30,000 | 31,144 |
Professional | 9,699 | 7,014 |
Office and administration | 5,871 | 9,538 |
Research and development | 3,573 | 7,648 |
Total expenses | 3,573 | 7,648 |
Loss from operations | (49,143) | (55,344) |
Net loss and comprehensive loss | $ (49,143) | $ (55,344) |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 19,667,698 | 19,667,698 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement Of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Other Comprehensive Income / Loss | Retained Earnings / Accumulated Deficit | Total |
From2019-06-01to2019-08-31 | 19,567,698 | 19,567,698 | |||
From2019-06-01to2019-08-31 | 19,667,698 | 19,667,698 | |||
Balance, amount at May. 31, 2018 | $ 19,568 | $ 2,555,436 | $ 57,197 | $ (4,159,364) | $ (1,527,163) |
Net loss for the period | (55,344) | $ (55,344) | |||
Balance, shares at Aug. 31, 2018 | 19,667,698 | 19,667,698 | |||
Balance, amount at Aug. 31, 2018 | $ 19,568 | 2,555,436 | 57,197 | (4,214,708) | $ (1,582,507) |
From2019-06-01to2019-08-31 | 19,667,698 | 19,667,698 | |||
From2019-06-01to2019-08-31 | 19,667,698 | 19,667,698 | |||
From2019-06-01to2019-08-31 | 19,667,698 | 19,667,698 | |||
Balance, amount at May. 31, 2019 | $ 19,668 | 2,605,336 | 57,197 | (4,357,163) | $ (1,674,962) |
Net loss for the period | (49,143) | $ (49,143) | |||
Balance, shares at Aug. 31, 2019 | 19,667,698 | 19,667,698 | |||
Balance, amount at Aug. 31, 2019 | $ 19,668 | $ 2,605,336 | $ 57,197 | $ (4,406,306) | $ (1,724,105) |
From2019-06-01to2019-08-31 | 19,667,698 | 19,667,698 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaduited) - USD ($) | 3 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (49,143) | $ (55,344) |
Changes in operating assets and liabilities | ||
Increase in accounts payable - related party | 30,000 | 30,000 |
Decrease in accounts payable and accrued liabilities | 10,937 | (3,447) |
Cash flows used in operating activities | (8,206) | (28,791) |
Cash flows provided by (used in) investing activities | ||
Cash flows from financing activities | ||
Advances - related party | 1,220 | 5,762 |
Repayment of advances - related party | 4,523 | 6,772 |
Proceeds from loans payable - shareholder | 25,244 | |
Cash flows provided by financing activities | (3,303) | 24,234 |
Net change in cash | (11,509) | (4,557) |
Cash, beginning of period | 17,939 | 7,608 |
Cash, end of period | 6,430 | 3,051 |
Supplemental Disclosure: | ||
Cash paid for income taxes | ||
Cash paid for interest |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business PreAxia Health Care Payment Systems Inc. (the “Company” or “PreAxia”) was incorporated on April 3, 2000 in the State of Nevada. On May 31, 2005 the Company acquired all of the outstanding stock of Tiempo de Mexico Ltd. (“Tiempo”) in exchange for 5,000,000 shares of the common stock of the Company with a par value of $0.001. The Company had no operations prior to the date of the aforementioned acquisition. The business objective of the Company is the development, distribution, marketing and sale of health care payment processing services and products. The Company has not yet realized any revenues from its planned operations. The operations of the Company are expected to be primarily undertaken by PreAxia Health Care Payment Ltd. (“PreAxia Payment”), incorporated pursuant to the laws of the Province of Alberta on November 26, 2015. PreAxia Payment is in the process of developing an online access system creating a health spending account that will facilitate card payment and processing services to third-party administrators, insurance companies and others. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of presentation The unaudited condensed consolidated financial statements of the Company for the three months ended August 31, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of May 31, 2019 was derived from the audited financial statements included in the Company's financial statements as of and for the fiscal year ended May 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2019. These financial statements should be read in conjunction with that report. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (i) PreAxia Health Care Payment Systems Inc., incorporated pursuant to the laws of the Province of Alberta on January 28, 2008 (ii) PreAxia Canada Inc., incorporated pursuant to the laws of the Province of Alberta on January 28, 2008 and (iii) PreAxia Health Care Payment Ltd., incorporated pursuant to the laws of the Province of Alberta on November 26, 2015 (collectively, the “Subsidiaries”). All inter-company accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended August 31, 2019, the Company incurred a net loss of $49,143 and used cash in operating activities of $8,206 and at August 31, 2019, had a stockholders’ deficit of $1,724,105. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve profitable operations. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company’s officers or principal shareholders have committed to making advances or loans to pay for certain legal, accounting, and administrative costs. The Company hopes to be able to attract suitable investors for our business plan, which will not require us to use our cash. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing. 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 the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions that our company may undertake in the future, 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 the Subsidiaries 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 transaction exchange gains and losses are included in the statement of operations and comprehensive loss. The Company's reporting currency is the U.S. dollar. All transactions initiated in Canadian Dollars are translated into U.S. dollars in accordance with Accounting Standards Codification ("ASC") 830-30, "Translation of Financial Statements," as follows: i) assets and liabilities are translated at the closing rate at the date of the balance sheet of 1.00 US Dollar=1.3317 Canadian Dollars (August 31, 2019), 1.00 USD Dollar=0.8226 GBP, and 1.00 US Dollar = 1.3531 Canadian Dollars (May 31, 2019); ii) income and expenses are translated at average exchange rates for three months ended August 31, 2019 of 1.00 US Dollar = 1.3219 Canadian Dollars and 1.00 US Dollar = 1.3098 Canadian Dollars (August 31, 2018); iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity. The exchange differences during the three months ended August 31, 2019 and 2018 were insignificant and no amounts have been recorded. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Management uses a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2019 and May 31, 2019. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. Net Income (Loss) Per Share Net income (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 shares of potential common stock equivalents for convertible note payable – related party outstanding as of August 31, 2019 and 2018, which have been excluded from the loss per share computation as their effect would have been anti-dilutive. Research and Development Costs During the three months ended August 31, 2019, and 2018, we expended $3,573 and $7,648 on research and development. Software 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 will capitalize 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 are capitalized under the same criteria as our marketed software. Impairment of Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. 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 In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Aug. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
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 as presented. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Aug. 31, 2019 | |
Related Party Transactions [Abstract] | |
Note 4 - Related Party Transactions | Note 4 Related Party Transactions Accounts Payable and Accrued Liabilities - Related Parties During the three months ended August 31, 2019 and 2018, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $30,000 and $30,000, respectively, for consulting services provided to the Company. Unpaid consulting services is included in accounts payable and accrued liabilities – related party on the consolidated balance sheets. During the three months ended August 31, 2019 and 2018, Tom Zapatinas, the Chief Executive Officer and a Director of the Company, advanced the Company $1,220 and $5,762, respectively, in cash and was repaid $4,523 and $6,772, respectively. As of August 31, 2019 and May 31, 2019, accounts payable and accrued liabilities – related party of $266,533 and $239,836, respectively, is due to Tom Zapatinas, the Chief Executive Officer and a Director of the Company. Loans Payable – Shareholders As of August 31, 2019 and May 31, 2019, loans payable - shareholders are $132,902 and $132,902, respectively. Loans payable – shareholders are unsecured, non-interest bearing and due on demand. Convertible Note Payable – Related Party As of August 31, 2019 and May 31, 2019, convertible note payable - related party of $1,058,760 is due to Tom Zapatinas, the Chief Executive Officer and a Director of the Company. The Note is non-interest bearing, unsecured, payable on demand and convertible in whole or in part into shares of common stock of the Company at a conversion price of $0.10 per share, which equates to 10,587,600 shares. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Note 5 - Stockholders' Deficit | Note 5 – Stockholders’ Deficit Common Stock Common Stock, par value of $0.001 per share; 75,000,000 shares authorized: 19,667,698 and 19,667,698 shares issued and outstanding at August 31, 2019 and May 31, 2019, respectively. Holders of Common Stock have one vote per share of Common Stock held. |
Contingencies and Commitments
Contingencies and Commitments | 3 Months Ended |
Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 6 - Contingencies and Commitments | Note 6 – Contingencies and Commitments 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. The Company does not have long-term commitments for equipment purchases or leases. The Company does not lease office space as the CEO operates the business from his personal residence. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2019 | |
Subsequent Events [Abstract] | |
Note 7 - Subsequent Events | Note 7 – Subsequent Events The Company has evaluated all subsequent events through the date these financial statements were issued and no subsequent events occurred that required disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements of the Company for the three months ended August 31, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of May 31, 2019 was derived from the audited financial statements included in the Company's financial statements as of and for the fiscal year ended May 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2019. These financial statements should be read in conjunction with that report. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (i) PreAxia Health Care Payment Systems Inc., incorporated pursuant to the laws of the Province of Alberta on January 28, 2008 (ii) PreAxia Canada Inc., incorporated pursuant to the laws of the Province of Alberta on January 28, 2008 and (iii) PreAxia Health Care Payment Ltd., incorporated pursuant to the laws of the Province of Alberta on November 26, 2015 (collectively, the “Subsidiaries”). All inter-company accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended August 31, 2019, the Company incurred a net loss of $49,143 and used cash in operating activities of $8,206 and at August 31, 2019, had a stockholders’ deficit of $1,724,105. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve profitable operations. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company’s officers or principal shareholders have committed to making advances or loans to pay for certain legal, accounting, and administrative costs. The Company hopes to be able to attract suitable investors for our business plan, which will not require us to use our cash. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing. |
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 the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions that our company may undertake in the future, 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 the Subsidiaries 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 transaction exchange gains and losses are included in the statement of operations and comprehensive loss. The Company's reporting currency is the U.S. dollar. All transactions initiated in Canadian Dollars are translated into U.S. dollars in accordance with Accounting Standards Codification ("ASC") 830-30, "Translation of Financial Statements," as follows: i) assets and liabilities are translated at the closing rate at the date of the balance sheet of 1.00 US Dollar=1.3317 Canadian Dollars (August 31, 2019), 1.00 USD Dollar=0.8226 GBP, and 1.00 US Dollar = 1.3531 Canadian Dollars (May 31, 2019); ii) income and expenses are translated at average exchange rates for three months ended August 31, 2019 of 1.00 US Dollar = 1.3219 Canadian Dollars and 1.00 US Dollar = 1.3098 Canadian Dollars (August 31, 2018); iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity. The exchange differences during the three months ended August 31, 2019 and 2018 were insignificant and no amounts have been recorded. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Management uses a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2019 and May 31, 2019. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (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 shares of potential common stock equivalents for convertible note payable – related party outstanding as of August 31, 2019 and 2018, which have been excluded from the loss per share computation as their effect would have been anti-dilutive. |
Research and Development Costs | Research and Development Costs During the three months ended August 31, 2019, and 2018, we expended $3,573 and $7,648 on research and development. |
Software Development Costs | Software 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 will capitalize 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 are capitalized under the same criteria as our marketed software. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. |
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 In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. |
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. |
Organization And Description _2
Organization And Description Of Business (Narrative) (Details) - Acqusition Of Tiempo de Mexico Ltd ("Tiempo") [Member] - Common Stock [Member] | May 31, 2005$ / sharesshares |
Noncash or Part Noncash Acquisitions [Line Items] | |
Shares issued for acquisition of all outstanding stock, shares | shares | 5,000,000 |
Share price, par value per share | $ / shares | $ 0.001 |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Narrative) (Details) (CAD) - Canada, Dollars [Member] | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2018 |
Income And Expenses [Member] | |||
Foreign currency exchange rate translation | 1.3219 | 1.3098 | |
Assets And Liabilities [Member] | |||
Foreign currency exchange rate translation | 1.3317 | 1.3531 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) (GBP) | May 31, 2019 |
Assets And Liabilities [Member] | United Kingdom, Pounds [Member] | |
Foreign currency exchange rate translation | 0.8226 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | May 31, 2019 | May 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Consulting services | $ 30,000 | $ 31,144 | ||
Advances from related party | 1,220 | 5,762 | ||
Repayment of advances to related party | 4,523 | 6,772 | ||
Accounts payable and accrued liabilities – related party | 266,533 | $ 239,836 | ||
Convertible note payable | 1,058,760 | 1,058,760 | ||
Loans payable - shareholders | 132,902 | 132,902 | ||
Tom Zapatinas, Chief Executive Officer And Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting services | 30,000 | 30,000 | ||
Advances from related party | 1,220 | 5,762 | ||
Repayment of advances to related party | 4,523 | $ 6,772 | ||
Accounts payable and accrued liabilities – related party | 266,533 | 239,836 | ||
Tom Zapatinas, Chief Executive Officer And Director [Member] | Convertible Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible note payable | $ 1,058,760 | $ 1,058,760 | ||
Convertible note description | The Note is noninterest bearing, unsecured, payable on demand | The Note is noninterest bearing, unsecured, payable on demand | ||
Convertible note conversion price | $ 0.10 | $ 0.10 | ||
Shareholder [Member] | Loans Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible note description | Loans payable – shareholders are unsecured, non-interest bearing and due on demand. | Loans payable – shareholders are unsecured, non-interest bearing and due on demand. | ||
Loans payable - shareholders | $ 132,902 | $ 132,902 |
Stockholders' Deficit (Narrativ
Stockholders' Deficit (Narrative) (Details) | 3 Months Ended |
Aug. 31, 2019 | |
Common Stock | |
Common stock voting rights | Holders of Common Stock have one vote per share of Common Stock held. |