Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2016 | Sep. 08, 2016 | Nov. 30, 2015 | |
Document and Entity Information: | |||
EntityRegistrantName | HK EBUS Corp | ||
EntityTradingSymbol | hkeb | ||
DocumentType | 10-K | ||
DocumentPeriodEndDate | May 31, 2016 | ||
AmendmentFlag | false | ||
EntityCentralIndexKey | 1,350,421 | ||
CurrentFiscalYearEndDate | --05-31 | ||
EntityCommonStockSharesOutstanding | 992,192 | ||
EntityFilerCategory | Smaller Reporting Company | ||
EntityCurrentReportingStatus | Yes | ||
EntityVoluntaryFilers | No | ||
EntityWellKnownSeasonedIssuer | No | ||
DocumentFiscalYearFocus | 2,016 | ||
DocumentFiscalPeriodFocus | FY | ||
Entity Public Float | $ 0 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | May 31, 2016 | May 31, 2015 |
Current assets | ||
Cash | $ 14,624 | $ 2,972 |
Total assets (all current) | 14,624 | 2,972 |
Current liabilities | ||
Accounts payable | 791 | 791 |
Due to related party | 108,859 | 108,859 |
Total current liabilities | 109,650 | 109,650 |
Non-Current liabilities | ||
Due to related party, net of current portion | 80,000 | 30,000 |
Total liabilities | 189,650 | 139,650 |
Stockholders' deficit | ||
Preferred stock, $.00001 par value; 100,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $.00001 par value; 300,000,000 authorized; 992,192 shares issued and outstanding as of May 31, 2016 and May 31, 2015 | 991 | 991 |
Additional paid in capital | 7,043,222 | 7,043,222 |
Accumulated deficit | (7,219,239) | (7,180,891) |
Total stockholders' deficit | (175,027) | (136,679) |
Total liabilities and stockholders' deficit | $ 14,624 | $ 2,972 |
BALANCE SHEETS PARENTHETICALS
BALANCE SHEETS PARENTHETICALS - $ / shares | May 31, 2016 | May 31, 2015 |
Parentheticals | ||
Preferred Stock, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 992,192 | 992,192 |
Common Stock, shares outstanding | 992,192 | 992,192 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
REVENUE: | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
General and administrative expenses | 38,438 | 33,735 |
Total operating expenses | 38,438 | 33,735 |
Loss from operations | (38,438) | (33,735) |
Net loss | $ (38,438) | $ (33,735) |
Basic and diluted loss per common share | $ (0.04) | $ (0.03) |
Weighted average shares outstanding | 992,192 | 992,192 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated | Stockholders' Equity |
Balance at May. 31, 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss for the period ended | $ 0 | $ 0 | $ 0 | $ (41,610) | $ (41,610) | ||
Balance at May. 31, 2014 | 0 | 0 | 992,192 | 991 | 7,043,222 | (7,147,156) | (102,943) |
Net loss for the period ended | $ 0 | $ 0 | $ 0 | $ (33,735) | $ (33,735) | ||
Balance at May. 31, 2015 | 0 | 0 | 992,192 | 991 | 7,043,222 | (7,180,891) | (136,678) |
Net loss for the period ended | $ 0 | $ 0 | $ 0 | $ (38,348) | $ (38,348) | ||
Balance at May. 31, 2016 | 0 | 0 | 992,192 | 991 | 7,043,222 | (7,219,239) | (175,026) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Operating Activities: | ||
Net loss | $ (38,348) | $ (33,735) |
Changes operating assets and liabilities: | ||
Accounts payable | 0 | 0 |
Due to related party | 50,000 | 30,000 |
Net cash provided by (used in) operating activities | 11,652 | (3,735) |
Net increase (decrease) in cash | 11,652 | (3,735) |
Cash at the beginning of period | 2,972 | 6,707 |
Cash at the end of period | 14,624 | 2,972 |
Supplemental disclosures of cash flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2016 | |
ORGANIZATION AND NATURE OF OPERATIONS: | |
ORGANIZATION, BUSINESS AND OPERATIONS | NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS HK eBus Corporation, formerly known as Rambo Medical Group, Inc., was incorporated in the State of Nevada on November 18, 2005. On October 14, 2009, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its shares of authorized common stock from 100,000,000 to 300,000,000 and to change its name from Cobra Oil and Gas Company to Viper Resources, Inc. The Company was formed to engage in identifying, investigating, exploring, and where determined advantageous, developing, mining, refining, and marketing oil and gas. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. On April 25, 2011, the Companys previous management was replaced in its entirety. In May 2012, the Companys management determined to discontinue its oil and gas operations, and attempt to acquire other assets or business operations that will maximize shareholder value. On August 31, 2015, the Company changed its name to HK EBUS Corporation and changed its ticker symbol to HKEB. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2016 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of HK eBus Corporation (hereinafter the Company), a company organized in the state of Nevada (A Development Stage Company) is presented to assist in understanding the Companys financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Companys management who are responsible for their integrity and objectivity. The Company has not realized significant revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, Development Stage Entities, formerly known as SFAS 7, Accounting and Reporting by Development State Enterprises. Basis of Presentation Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of our financial statements requires us to make estimates and assumptions that affect, among other areas, the reported amounts of trade receivable reserves and inventory reserves, impairment of long-lived assets, and recoverability of deferred tax assets. These estimates and assumptions also impact revenues, expenses and the disclosures in our financial statements and accompanying notes. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Development Stage The Company is currently in the development stage and has no significant operations. On August 9, 2013, the Company effected a 1-for-100 reverse split of the outstanding common stock. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented. Fair Value Measurements In January 2010, the FASB ASC Topic 825, Financial Instruments Fair Value Measurements and Disclosures, Various inputs are considered when determining the value of the Companys investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below. · Level 1 observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. · Level 2 other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). · Level 3 significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments). The Companys adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Companys financial statements. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company does not have financial assets as an investment carried at fair value on a recurring basis as of May 31, 2016 and 2015. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. As of May 31, 2016 and 2015, the Company had assets and liabilities in cash, property and equipment that were fully depreciated, and various payables. Management believes that they are being presented at their fair market value. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur and that more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. The Company had $14,624 and $2,972 in cash on May 31, 2016 and 2015, respectively. The Company had no cash equivalent on May 31, 2016 and 2015. Accounts Payable Services and goods received from vendors and billed but not yet paid are recorded as accounts payable in periods when the services and goods were received. As of May 31, 2016, $791 was recorded as accounts payable. The balance of accounts payable was $791 and $791 as of May 31, 2016 and 2015, respectively. Income Tax The Company accounts for income taxes under Accounting Standards Codified No. 740 (ASC 740). Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock Based Compensation The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Net Income (Loss) per Share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Companys preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Basic Loss per Share The Company computes net loss per share in accordance with ASC 260, Accounting for Earnings per Share Basic net loss per common share is based on the weighted average number of shares of common stock outstanding since inception. As of May 31, 2016 and 2015, the Company had 992,192 and 992,192 shares of common stock outstanding, respectively. The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. As of May 31, 2016, there were no common stock equivalents outstanding. Loss W.A. Shares Loss per Share (Numerator) (Denominator) (Amount) For the year ended May 31, 2016 $ (38,348) 992,192 $ (0.04) For the year ended May 31, 2015 $ (33,735) 992,192 $ (0.03) Recently Issued Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Companys early adoption of the new standard is not expected to have a material effect on the Companys consolidated financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2016 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3. GOING CONCERN Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. Management has plans to seek additional capital through a public or private offering of equity or debt securities, or by other means. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from the operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might necessary in the event the Company cannot continue in existence. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2016 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS During the first quarter of 2013, American Compass Inc. (ACI), a related party based upon the beneficial ownership of the Company held by certain key management of ACI, paid $15,333 in legal fees on behalf of the Company. During the second quarter of 2013, ACI paid $7,527 in legal fees and $1,000 in auditing fees on behalf of the Company. As of August 31, 2013 ACI paid a total of $25,332 in legal and auditing fees on behalf of the Company. On May 31, 2012, ACI made a non-interest bearing, unsecured loan to the Company in the amount of $30,000, which is due and payable on May 31, 2017. On December 18, 2012, the Company ACI made a non-interest bearing, unsecured loan to the Company in the amount of $20,000, which is due and payable on December 18, 2016. On May 16, 2013, ACI made a non-interest bearing, unsecured loan to the Company in the amount of $5,000, which is due and payable on May 16, 2017. On November 4, 2013, ACI made a non-interest bearing, unsecured loan to the Company in the amount of $10,000, which is due and payable on November 4, 2017. On April 17, 2014, ACI made a non-interest bearing, unsecured loan to the Company in the amount of $10,000, which is due and payable on April 17, 2018. On June 30, 2014, ACI made a non-interest bearing, unsecured loan to the Company in the amount of $10,000, which is due and payable on June 30, 2018. On November 19, 2014, ACI made a non-interest bearing, unsecured loan to the Company in the amount of $10,000, which is due and payable on November 19, 2016. On June 24, 2015, September 30, October 21, and November 18, 2015, ACI made non-interest bearing, unsecured loans to the Company in the amounts of $10,000, $10,000, $10,000 and $20,000, respectively. Such loans are due and payable on June 24, 2017, September 30, 2017, October 21, 2017, and November 18, 2017, respectively. As of May 31, 2016, the total balance due to ACI is $188,859. Year ended May 31, Current $ 108,859 2017 60,000 2018 20,000 $ 188,859 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
May 31, 2016 | |
COMMON STOCK | |
COMMON STOCK | NOTE 5. COMMON STOCK The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $.00001. The Company is also authorized to issue 300,000,000 shares of common stock with a par value of $.00001. On May 6, 2008, the Company effected a 35-for-1 forward split of its outstanding shares of common stock. On July 20, 2010, the Company issued 50,000 shares of common stock to investors at a price of $2 per unit for a total of $100,000. The Company issued a total of 0.15 million shares of common stock to compensate its officers during the fiscal year of 2012. In order to seek alternative business development and future merging and stock offering, on August 8, 2013, the Company effected a 1-for-100 reverse stock split of the Companys outstanding shares of common stock and changed its name to Rambo Medical Group Inc. There were 992,192 and 992,192 shares issued and outstanding as of May 31, 2016 and May 31, 2015 respectively. |
WARRANTS
WARRANTS | 12 Months Ended |
May 31, 2016 | |
WARRANTS: | |
WARRANTS | NOTE 6. WARRANTS As of May 31, 2008, the Company had 10,000 common stock purchase warrants outstanding, originally sold as part of a unit, allowing the holder to purchase one share of common stock at an exercise price of $40, anytime through May 15, 2011. In fiscal year 2009, the Company sold 10,000 units to an investor for cash at a price of $25 per unit for aggregate proceeds of $250,000. Each unit consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $40, anytime through June 9, 2011. As of May 31, 2009, none of the warrants had been exercised, leaving a year-end balance of 20,000 warrants. The aggregate value of the units equal to $250,000 was assigned to the common stock as the warrants are non-detachable. In fiscal year 2010, the Company sold 20,252 units to investors for cash at prices ranging from $17 - $100 per unit, or an aggregate of $1,250,000. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at exercise prices ranging from of $20 - $125, anytime through expiration dates from June 2012 through February 2013. The entire value of the units was assigned to the common stock as the warrants are non-detachable. As of May 31, 2010, none of the warrants had been exercised or had expired, leaving a year-end balance of 40,252 warrants. During the year ended May 31, 2011, the Company sold 50,000 units to investors at a price of $2 per unit for an aggregate of $100,000. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock at an exercise price of $2.50, anytime through expiration date of July 2013. The entire value of the units was assigned to the common stock as the warrants are non-detachable. As of May 31, 2011, none of the warrants had been exercised. During the fiscal year of 2011, 10,000 warrants expired, leaving a year-end balance of 80,252 warrants. During the year ended May 31, 2012, 10,000 warrants expired, leaving a year-end balance of 70,252 warrants. During the year ended May 31, 2013, 20,252 warrants expired, leaving a year-end balance of 50,000 warrants. During the year ended May 31, 2014, 50,000 warrants expired, leaving a year-end balance of 0 warrants. During the year ended May 31, 2016, there were no warrants outstanding. |
INCOME TAX
INCOME TAX | 12 Months Ended |
May 31, 2016 | |
INCOME TAX | |
INCOME TAX | NOTE 7. INCOME TAX The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of May 31, 2016 and 2015: 2016 2015 Deferred tax assets: NOL carryover $ 7,211,675 $ 7,180,891 Valuation allowance (7,211,675) (7,180,891) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the period ended May 31, 2016 due to the following: 2016 2015 Income tax benefit at statutory rate $ (2,812,553) $ (2,800,547) Valuation allowance 2,812,553 2,800,547 $ - $ - At May 31, 2016 and 2015, the Company had net operating loss carryforwards of approximately $7,211,675 and $7,180,891, respectively, which begin to expire in 2026. Deferred tax assets of approximately $2,812,553 and $2,800,547 in 2016 and 2015, respectively, created by the net operating losses have been offset by a 100% valuation allowance. The Company may be subjected to tax audit by the IRS for 2014 and 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Companys estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this annual report, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2016 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company does not have any subsequent events to report as of September 8, 2016. Management has reviewed subsequent events through September 8, 2016, at which date Financial Statements were issued, and determined there were no other items to disclose. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2016 | |
Accounting Policies: | |
Basis of Presentation | Basis of Presentation Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of our financial statements requires us to make estimates and assumptions that affect, among other areas, the reported amounts of trade receivable reserves and inventory reserves, impairment of long-lived assets, and recoverability of deferred tax assets. These estimates and assumptions also impact revenues, expenses and the disclosures in our financial statements and accompanying notes. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. |
Development Stage | Development Stage The Company is currently in the development stage and has no significant operations. On August 9, 2013, the Company effected a 1-for-100 reverse split of the outstanding common stock. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented. |
Fair Value Measurements | Fair Value Measurements In January 2010, the FASB ASC Topic 825, Financial Instruments Fair Value Measurements and Disclosures, Various inputs are considered when determining the value of the Companys investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below. · Level 1 observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. · Level 2 other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). · Level 3 significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments). The Companys adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Companys financial statements. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company does not have financial assets as an investment carried at fair value on a recurring basis as of May 31, 2016 and 2015. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. As of May 31, 2016 and 2015, the Company had assets and liabilities in cash, property and equipment that were fully depreciated, and various payables. Management believes that they are being presented at their fair market value. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur and that more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired. The Company had $14,624 and $2,972 in cash on May 31, 2016 and 2015, respectively. The Company had no cash equivalent on May 31, 2016 and 2015. |
Accounts Payable, Policy | Accounts Payable |
Income Tax | Income Tax The Company accounts for income taxes under Accounting Standards Codified No. 740 (ASC 740). Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Stock Based Compensation | Stock Based Compensation The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. |
Basic Loss per Share | Basic Loss per Share The Company computes net loss per share in accordance with ASC 260, Accounting for Earnings per Share Basic net loss per common share is based on the weighted average number of shares of common stock outstanding since inception. As of May 31, 2016 and 2015, the Company had 992,192 and 992,192 shares of common stock outstanding, respectively. The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. As of May 31, 2016, there were no common stock equivalents outstanding. Loss W.A. Shares Loss per Share (Numerator) (Denominator) (Amount) For the year ended May 31, 2016 $ (38,348) 992,192 $ (0.04) For the year ended May 31, 2015 $ (33,735) 992,192 $ (0.03) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Companys early adoption of the new standard is not expected to have a material effect on the Companys consolidated financial position or results of operations. |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC LOSS PER SHARE (Tables) | 12 Months Ended |
May 31, 2016 | |
SCHEDULE OF COMPUTATION OF BASIC LOSS PER SHARE: | |
SCHEDULE OF COMPUTATION OF BASIC LOSS PER SHARE | The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. As of May 31, 2016, there were no common stock equivalents outstanding. Loss W.A. Shares Loss per Share (Numerator) (Denominator) (Amount) For the year ended May 31, 2016 $ (38,348) 992,192 $ (0.04) For the year ended May 31, 2015 $ (33,735) 992,192 $ (0.03) |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
May 31, 2016 | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | As of May 31, 2016, the total balance due to ACI is $188,859. Year ended May 31, Current $ 108,859 2017 60,000 2018 20,000 $ 188,859 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables) | 12 Months Ended |
May 31, 2016 | |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | |
SCHEDULE OF NET DEFERRED TAX ASSETS | Net deferred tax assets consist of the following components as of May 31, 2016 and 2015: 2016 2015 Deferred tax assets: NOL carryover $ 7,211,675 $ 7,180,891 Valuation allowance (7,211,675) (7,180,891) Net deferred tax asset $ - $ - |
SCHEDULE OF INCOME TAX PROVISION DIFFERING FROM AMOUNT OF INCOME TAX DETERMINED | The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the period ended May 31, 2016 due to the following: 2016 2015 Income tax benefit at statutory rate $ (2,812,553) $ (2,800,547) Valuation allowance 2,812,553 2,800,547 $ - $ - |
ORGANIZATION AND NATURE OF OP20
ORGANIZATION AND NATURE OF OPERATIONS (Details) | Oct. 14, 2009shares |
ORGANIZATION AND NATURE OF OPERATIONS DETAILS | |
Number of shares of authorized common stock existing | 100,000,000 |
Number of shares of authorized common stock increased to after Amendment | 300,000,000 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
CASH AND CASH EQUIVALENTS DETAILS | ||
Cash | $ 14,624 | $ 2,972 |
ACCOUNTS PAYABLE (Details)
ACCOUNTS PAYABLE (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
ACCOUNTS PAYABLE DETAILS | ||
Accounts payable recorded | $ 791 | |
Balance of accounts payable | $ 791 | $ 791 |
COMPUTATIONS OF BASIC LOSS PER
COMPUTATIONS OF BASIC LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
COMPUTATIONS OF BASIC LOSS PER SHARE DETAILS | ||
Loss (Numerator) | $ (38,348) | $ (33,735) |
W.A. Shares (Denominator) | 992,192 | 992,192 |
Loss per Share (Amount) | $ (0.04) | $ (0.03) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | May 31, 2016 | Nov. 18, 2015 | Oct. 21, 2015 | Sep. 30, 2015 | Jun. 24, 2015 | Nov. 19, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Nov. 04, 2013 | Aug. 31, 2013 | Jun. 30, 2013 | May 16, 2013 | Mar. 31, 2013 | Dec. 18, 2012 | May 31, 2012 |
RELATED PARTY TRANSACTIONS DETAILS | |||||||||||||||
American Compass Inc. (ACI) paid legal fees on behalf of Company | $ 7,527 | $ 15,333 | |||||||||||||
ACI paid auditing fees on behalf of Company | $ 1,000 | ||||||||||||||
Total legal and auditing fees paid by ACI | $ 25,232 | ||||||||||||||
ACI made a non-interest bearing, unsecured loan to the Company | $ 20,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 5,000 | $ 20,000 | $ 30,000 | ||||
Balance of the loans from ACI Current | $ 108,859 | ||||||||||||||
Balance of the loans from ACI 2017 | 60,000 | ||||||||||||||
Balance of the loans from ACI 2018 | 20,000 | ||||||||||||||
Total balance of the loans from ACI | $ 188,859 |
COMMON STOCK TRANSACTIONS (Deta
COMMON STOCK TRANSACTIONS (Details) | May 31, 2016$ / sharesshares | May 31, 2015shares | Aug. 08, 2013 | Dec. 31, 2012shares | Jul. 20, 2010USD ($)$ / sharesshares | May 06, 2008 |
COMMON STOCK TRANSACTIONS DETAILS | ||||||
Preferred stock shares issued | 100,000,000 | |||||
Preferred stock shares par value | $ / shares | $ 0.00001 | |||||
Common stock issued shares | 300,000,000 | |||||
Common stock shares par value | $ / shares | $ 0.00001 | |||||
Company effected a forward split for 1 | 35 | |||||
Issued shares of common stock to investors | 50,000 | |||||
Issued shares of common stock to investors, price per unit | $ / shares | $ 2 | |||||
Issued shares of common stock to investors, value | $ | $ 100,000 | |||||
Issued a total shares of common stock to compensate its officers | 150,000 | |||||
Company effected a reverse split for 1 | 100 | |||||
Shares issued and outstanding | 992,192 | 992,192 |
WARRANTS OUTSTANDING (Details)
WARRANTS OUTSTANDING (Details) - USD ($) | 12 Months Ended | |||||||
May 31, 2016 | May 31, 2014 | May 31, 2013 | May 31, 2012 | May 31, 2011 | May 31, 2010 | May 31, 2009 | May 31, 2008 | |
WARRANTS OUTSTANDING DETAILS | ||||||||
Number of common stock purchase warrants outstanding | 0 | 10,000 | ||||||
Exercise price of Warrants | $ 2.50 | $ 40 | $ 40 | |||||
Number of units sold to an investor for cash | 50,000 | 20,252 | 10,000 | |||||
Price per unit sold | $ 2 | $ 25 | ||||||
Value of units sold | $ 1,250,000 | $ 250,000 | ||||||
Amount assigned to the common stock as the warrants are non-detachable. | $ 250,000 | |||||||
Year-end balance of warrants | 0 | 50,000 | 70,252 | 80,252 | 40,252 | 20,000 | ||
Warrants expired during the period | 50,000 | 20,252 | 10,000 | 10,000 | ||||
Common stock exercise prices minimum range | $ 20 | |||||||
Common stock exercise prices maximum range | 125 | |||||||
Minimum range per unit sold to investors for cash | 17 | |||||||
Maximum range per unit sold to investors for cash | $ 100 |
INCOME TAX - NET DEFERRED TAX A
INCOME TAX - NET DEFERRED TAX ASSETS (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Deferred tax assets: | ||
NOL carryover | $ 7,211,675 | $ 7,180,891 |
Valuation allowance | (7,211,675) | (7,180,891) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAX PROVISION (Details)
INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
INCOME TAX PROVISION DETAILS | ||
Income tax benefit at statutory rate | $ (2,812,553) | $ (2,800,547) |
Valuation allowance | 2,812,553 | 2,800,547 |
Net Income tax provision | $ 0 | $ 0 |
Federal and state income tax rates | 39.00% | 39.00% |