Cover
Cover - USD ($) | 12 Months Ended | ||
May 31, 2020 | Jun. 10, 2022 | Nov. 30, 2018 | |
Cover [Abstract] | |||
Entity Registrant Name | Brisset Beer International, Inc. | ||
Entity Central Index Key | 0001495648 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Amendment | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | May 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 9,863,000 | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54452 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 80-0778461 | ||
Entity Address Address Line 1 | 370 Guy | ||
Entity Address Address Line 2 | Suite G9 | ||
Entity Address City Or Town | Montreal | ||
Entity Address Country | CA | ||
City Area Code | 917 | ||
Auditor Name | Gries & Associates, LLC | ||
Auditor Location | Denver, CO | ||
Local Phone Number | 403-1430 | ||
Entity Interactive Data Current | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2020 | May 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 35 |
Total Current Assets | 0 | 35 |
TOTAL ASSETS | 0 | 35 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 199,247 | 152,875 |
Accrued interest payable | 29,556 | 13,355 |
Accrued interest payable - related party | 3,935 | 2,791 |
Derivative liability | 110,067 | 111,255 |
Note payable | 6,500 | 6,500 |
Convertible note - related party | 7,500 | 7,500 |
Convertible notes, net of note discount $11,649 and $12,849 debt discount, respectively | 102,500 | 90,851 |
Total Current Liabilities | 459,305 | 385,127 |
Total liabilities | 459,305 | 385,127 |
STOCKHOLDERS' DEFICIT | ||
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares, 9,863,000 shares issued and outstanding | 986 | 986 |
Additional paid in capital | 1,917,776 | 1,917,776 |
Accumulated deficit | (2,378,067) | (2,303,854) |
Total STOCKHOLDERS' DEFICIT | (459,305) | (385,092) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 35 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | May 31, 2020 | May 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Debt discount | $ 0 | $ 11,649 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 9,863,000 | 9,863,000 |
Common stock, shares outstanding | 9,863,000 | 9,863,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 0 |
Operating Expenses | ||
General and administration | 33 | 778 |
Professional fees | 50,675 | 124,331 |
Management and Director's Fees | 0 | 46,466 |
Total operating expenses | 50,708 | 171,575 |
Loss from operations | (50,708) | (171,575) |
Other (Expense) Income | ||
Interest expense | (28,377) | (61,820) |
Gain on change in derivative liability | 1,188 | (636) |
Foreign exchange transaction gain | 3,684 | 1,988 |
Gain on forgiveness of debts | 0 | 115,173 |
Total other income (expense) | (23,505) | 54,705 |
Net loss before tax provision | (74,213) | (116,870) |
Tax provision | 0 | 0 |
Net loss | $ (74,213) | $ (116,870) |
Net Loss Per Common Share Basic and Diluted | $ (0.01) | $ (0.01) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 9,863,000 | 9,863,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at May. 31, 2018 | 9,863,000 | |||
Balance, amount at May. 31, 2018 | $ (268,222) | $ 986 | $ 1,917,776 | $ (2,186,984) |
Net loss | (116,870) | $ 0 | 0 | (116,870) |
Balance, shares at May. 31, 2019 | 9,863,000 | |||
Balance, amount at May. 31, 2019 | (385,092) | $ 986 | 1,917,776 | (2,303,854) |
Net loss | (74,213) | $ 0 | 0 | (74,213) |
Balance, shares at May. 31, 2020 | 9,863,000 | |||
Balance, amount at May. 31, 2020 | $ (459,305) | $ 986 | $ 1,917,776 | $ (2,378,067) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (74,213) | $ (116,870) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain/Loss on change in derivative liability | (1,188) | 637 |
Amortization of debt discount | 11,649 | 50,200 |
Changes in assets and liabilities | ||
Accounts payable | 46,372 | 72,079 |
Accrued interest payable | 20,136 | 11,584 |
Accrued interest payable - related partys | (2,791) | (72,459) |
Net cash used in operating activities | (35) | (54,829) |
Cash Flows from Investing Activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes payable | 0 | 49,000 |
Repayments from notes payable | 0 | (9,838) |
Net cash provided by financing activities | 0 | 39,162 |
Net increase in cash | (35) | (15,667) |
Cash, beginning of period | 35 | 15,702 |
Cash, end of period | 0 | 35 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
NATURE OF BUSINESS AND OPERATIO
NATURE OF BUSINESS AND OPERATIONS | 12 Months Ended |
May 31, 2020 | |
NATURE OF BUSINESS AND OPERATIONS | |
NATURE OF BUSINESS AND OPERATIONS | Organization Brisset Beer International, Inc. (the “Company”) was incorporated in the State of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp. The Company was engaged in the marketing of a craft beer which was brewed, distributed, and marketed solely in Quebec, Canada until the change of control which occurred in March 2019, at which time it ceased business operations. Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for its shareholders. The Company has no particular business combination in mind and has not entered into any negotiations regarding such a combination. On February 11, 2019, pursuant to a Stock Purchase Agreement, dated November 21, 2017, by and among Stephan Pilon, Pol Brisset (the “Selling Stockholders”), and Redstone Ventures, LTD (the “Purchaser”), the Purchaser purchased an aggregate of 7,561,000 shares of common stock of Brisset Beer International, Inc., a Nevada corporation (the “Company”), from the Selling Stockholders for $0.00238 per share, or an aggregate purchase price of $18,000. The 7,561,000 shares of common stock purchase by the Purchaser from the Selling Stockholders represent approximately 76.66% of the outstanding 9,863,000 shares of common stock of the Company and constitute a change in control of the Company. The source of funds was working capital of the Purchaser. Mr. S. Polishetty has voting and dispositive control over the Purchaser. There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. Change of Directors On February 11, 2019, Stephane Pilon resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and member of the Board of Directors of the Company and Mr. Pol Brisset resigned as the Secretary and member of the Board of Directors of the Company. Mr. Pilon’s resignation was not due to any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies or practices. On February 11, 2019, Pol Brisset resigned as the Secretary and member of the Board of Directors of the Company. Mr. Brisset’s resignation was not due to any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies or practices. Simultaneously with Messrs. Pilon’s and Brisset’s resignations from the Company, the Board of Directors of the Company appointed Kevin G. Malone as the President, Chief Executive Officer (Principal Executive Officer), Secretary and Treasurer (Principal Financial Officer) of the Company and as a member of the Company’s Board of Directors. The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis. Basis of Consolidation These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiaries, Biere Brisset International Inc. and Buckeye Oil & Gas. All material intercompany balances and transactions have been eliminated. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2020 | |
GOING CONCERN | |
GOING CONCERN | The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company commenced its craft brewing activities in September 2014. During the years ended May 31, 2020, the Company incurred net losses of $74,213 and accumulated deficits of $2,378,067, respectively. The Company expects losses to continue until it can achieve profitable operations from its craft beer operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We will be required to expend substantial amounts of working capital in order to brew, distribute and market our Broken 7 brand of craft beer. Our current operations have been funded entirely from capital raised from our private offering of securities from February 2014 through December 2015, as well as additional funding received in 2017 through the issuance of convertible notes and stock issuances. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders. The Company’s ability to continue as a going concern is dependent on its ability to brew, distribute, and market our craft beer and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The cash account that is held in Canadian Dollar, and foreign exchange transaction gain (loss) resulting from fluctuations in the currency exchange rate between U.S. dollar and Canadian dollar has been recorded in the statements of operations. Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50 Concentration of Credit Risk The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits. Loss per Share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Revenue Recognition The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Revenue from the Company’s craft beer business is received in the form of commissions. The Company has contracted out services to a single supplier for brewing, labeling and distribution. The Company recognizes commission revenue based on a percentage of sales with fixed margins as negotiated with the contract brewer. Revenue is recorded at the time of delivery to the customer. Any receivables remaining unpaid forty-five days after invoicing by an unrelated party business will be charged to the Company. The unrelated party business undertakes to pay the said receivable account to the Company without delay once recovered, less the costs of collection and late penalty fees. Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards 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. Fair Value of Financial Instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 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 ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of May 31, 2020 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at May 31, 2020 and 2019. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of May 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 110,067 $ 110,067 As of May 31, 2020, the Company’s stock price was $0.15, risk-free discount rate of 0.01% and volatility of 0.1% Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of May 31, 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 111,255 $ 111,255 As of May 31, 2019, the Company’s stock price was $0.15, risk-free discount rate of 2.31% and volatility of 0.01% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance May 31, 2019 $ 111,255 Change in fair market value of derivative liabilities (1,188 ) Balance May 31, 2020 $ 110,067 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments (“ASU 2018-07”). This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The effective date for the standard is for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, but no earlier than the Company’s adoption date of Topic 606. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. The new guidance is required to be applied retrospectively with the cumulative effect recognized at the date of initial application. The Company is currently evaluating the effect ASU 2018-07 will have on the consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
May 31, 2020 | |
PROMISSORY NOTES | |
PROMISSORY NOTES | Promissory notes payable at May 31, 2020 and May 31, 2019 consists of the following:v May 31, 2020 May 31, 2019 Dated March 31, 2018 $ 6,500 $ 6,500 Total promissory notes payable, gross 6,500 6,500 Less: current portion - - Long-term promissory note payable $ 6,500 $ 6,500 On March 31, 2018, the Company issued a promissory note for proceeds of $6,500. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter. During the year ended May 31, 2020 and 2019, the Company recorded interest expense of $395 and $395, respectively. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
May 31, 2020 | |
CONVERTIBLE NOTES | |
CONVERTIBLE NOTES | Convertible notes payable at May 31, 2020 and 2019 consists of the following: May 31, 2020 May 31, 2019 Dated June 6, 2017, in default $ 11,000 $ 11,000 Dated August 4, 2017, in default 7,500 7,500 Dated October 6, 2017, in default 15,000 15,000 Dated March 23, 2018, in default 20,000 20,000 Dated July 31, 2018, in default 20,000 20,000 Dated December 31, 2018, in default 9,000 9,000 Dated February 15, 2019, in default 20,000 20,000 Total convertible notes payable, gross 102,500 102,500 Less: Unamortized debt discount - (11,649 ) Total convertible notes $ 102,500 $ 90,851 On June 6, 2017, the Company issued a convertible promissory note for proceeds of $11,000. The note matures on December 6, 2017 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. At the Company’s election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default. On August 4, 2017, the Company issued a convertible promissory note for proceeds of $7,500. The note matures on February 4, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. At the Company’s election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default. On October 6, 2017, the Company issued a convertible promissory note for proceeds of $15,000. The note matures on April 6, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. At the Company’s election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default. On March 23, 2018, the Company issued a convertible promissory note for proceeds of $20,000. The note matures on September 23, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default. On July 13, 2018, the Company issued a convertible promissory note for proceeds of $9,000. The note matures on January 31, 2019 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default. On December 31, 2018, the Company issued a convertible promissory note for proceeds of $20,000. The note matures on June 30, 2019 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. On December 31, 2018, the Company issued a convertible promissory note for proceeds of $20,000. The note matures on August 14, 2019 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. During the year ended May 31, 2020 and 2019, the Company recorded interest expense including amortization of debt discount of $28,376 and $60,950, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | Convertible notes On February 17, 2017, the Company issued a convertible note for $7,500 proceeds. The Company recorded a debt discount related to the beneficial conversion feature of the note for $7,500. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price and was due on August 17, 2017. At the Company’s election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid and is currently in default. During the year ended May 31, 2020 and 2019, the Company recorded interest expense of $1,144 and $1,144, respectively. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
May 31, 2020 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | Common Stockv The Company’s authorized common stock consists of 500,000,000 shares with par value of $0.0001. As of May 31, 2020 and May 31, 2020, the issued and outstanding shares of common stock was 9,863,000. Warrants The following is a summary of warrants activity during the year ended May 31, 2020. Number of Shares Weighted Average Exercise Price Balance, May 31, 2019 9,317,500 0.15 Warrants expired (1,485,000 ) 0.21 Balance, May 31, 2020 7,832,500 0.14 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of May 31, 2020 and May 31, 2019, are as follows: May 31, May 31, 2020 2019 Net operating loss carryforward $ (2,378,067 ) $ (2,035,798 ) Statutory tax rate 21 % 21 % Deferred tax asset (499,394 ) (427,218 ) Less: Valuation allowance 499,394 427,218 Net deferred asset $ - $ - As of May 31, 2020 and 2019, the Company had approximately $$2.38 and $2.04 million in net operating losses (“NOLs”), respectively that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to May 31, 2019 can be carryforward for twenty years, whereas NOLs generated after May 31, 2019 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2018 through 2020 are subject to review by the tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | On September 2, 2021, the Company issued a convertible promissory note for proceeds of $25,000. The note matures on December 2, 2021 and accrues interest at 8% per annum. The note is convertible in common stock at $0.01 per share. The note has not yet been paid and has the default interest rate of 15% per annum. On November 12, 2021, the holders forgave the balances of certain convertibles notes issued on May 6, 2017, August 4, 2017, and October 6, 2017 amounting to $33,500. On November 12, 2021, the holders of certain convertibles notes issued on July ,13, 2018, March 23, 2018, December 31,2018 and February 15, 2019 assigned their balances to a new note holder. On the same date the new noteholder issued new notes in replacement of the assigned notes. Under the new notes the conversion feature was removed, the balances carry no interest and are due upon 10 days written notice. Subsequent to year end, the Company issued various convertible notes amounting to $52,500 for general operating purposes. The notes carry a 10% interest rate and are due upon 10 days written notice. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The cash account that is held in Canadian Dollar, and foreign exchange transaction gain (loss) resulting from fluctuations in the currency exchange rate between U.S. dollar and Canadian dollar has been recorded in the statements of operations. |
Stock-based compensation | The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50 |
Concentration of Credit Risk | The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits. |
Loss per Share | The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Revenue recognition | The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Revenue from the Company’s craft beer business is received in the form of commissions. The Company has contracted out services to a single supplier for brewing, labeling and distribution. The Company recognizes commission revenue based on a percentage of sales with fixed margins as negotiated with the contract brewer. Revenue is recorded at the time of delivery to the customer. Any receivables remaining unpaid forty-five days after invoicing by an unrelated party business will be charged to the Company. The unrelated party business undertakes to pay the said receivable account to the Company without delay once recovered, less the costs of collection and late penalty fees. |
Income Taxes | Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards 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. |
Fair Value of Financial Instruments | The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 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 ASC 820 are: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of May 31, 2020 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at May 31, 2020 and 2019. Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of May 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 110,067 $ 110,067 As of May 31, 2020, the Company’s stock price was $0.15, risk-free discount rate of 0.01% and volatility of 0.1% Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of May 31, 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 111,255 $ 111,255 As of May 31, 2019, the Company’s stock price was $0.15, risk-free discount rate of 2.31% and volatility of 0.01% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance May 31, 2019 $ 111,255 Change in fair market value of derivative liabilities (1,188 ) Balance May 31, 2020 $ 110,067 |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments (“ASU 2018-07”). This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The effective date for the standard is for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, but no earlier than the Company’s adoption date of Topic 606. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. The new guidance is required to be applied retrospectively with the cumulative effect recognized at the date of initial application. The Company is currently evaluating the effect ASU 2018-07 will have on the consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Financial assets and liabilities measured at fair value as of May 31, 2019 | Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of May 31, 2020: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 110,067 $ 110,067 As of May 31, 2020, the Company’s stock price was $0.15, risk-free discount rate of 0.01% and volatility of 0.1% Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of May 31, 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative Financial Instruments $ - $ - $ 111,255 $ 111,255 As of May 31, 2019, the Company’s stock price was $0.15, risk-free discount rate of 2.31% and volatility of 0.01% The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Amount Balance May 31, 2019 $ 111,255 Change in fair market value of derivative liabilities (1,188 ) Balance May 31, 2020 $ 110,067 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
May 31, 2020 | |
PROMISSORY NOTES (Tables) | |
Promissory notes payable | Promissory notes payable at May 31, 2020 and May 31, 2019 consists of the following: May 31, 2020 May 31, 2019 Dated March 31, 2018 $ 6,500 $ 6,500 Total promissory notes payable, gross 6,500 6,500 Less: current portion - - Long-term promissory note payable $ 6,500 $ 6,500 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
May 31, 2020 | |
CONVERTIBLE NOTES (Tables) | |
Schedule of Convertible Notes Payable | Convertible notes payable at May 31, 2020 and 2019 consists of the following: May 31, 2020 May 31, 2019 Dated June 6, 2017, in default $ 11,000 $ 11,000 Dated August 4, 2017, in default 7,500 7,500 Dated October 6, 2017, in default 15,000 15,000 Dated March 23, 2018, in default 20,000 20,000 Dated July 31, 2018, in default 20,000 20,000 Dated December 31, 2018, in default 9,000 9,000 Dated February 15, 2019, in default 20,000 20,000 Total convertible notes payable, gross 102,500 102,500 Less: Unamortized debt discount - (11,649 ) Total convertible notes $ 102,500 $ 90,851 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
May 31, 2020 | |
STOCKHOLDERS EQUITY (Tables) | |
Schedule of Warrants by Excerise Price Range | The following is a summary of warrants activity during the year ended May 31, 2020. Number of Shares Weighted Average Exercise Price Balance, May 31, 2019 9,317,500 0.15 Warrants expired (1,485,000 ) 0.21 Balance, May 31, 2020 7,832,500 0.14 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2020 | |
INCOME TAXES (Tables) | |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of May 31, 2020 and May 31, 2019, are as follows: May 31, May 31, 2020 2019 Net operating loss carryforward $ (2,378,067 ) $ (2,035,798 ) Statutory tax rate 21 % 21 % Deferred tax asset (499,394 ) (427,218 ) Less: Valuation allowance 499,394 427,218 Net deferred asset $ - $ - |
NATURE OF BUSINESS AND OPERAT_2
NATURE OF BUSINESS AND OPERATIONS (Details Narrative) - USD ($) | Feb. 11, 2019 | May 31, 2020 | May 31, 2019 |
NATURE OF BUSINESS AND OPERATIONS | |||
Purchase aggregate shares of common stock | 7,561,000 | ||
Aggregate purchase price of comman stock | $ 18,000 | ||
Selling price per share | $ 0.00238 | ||
Selling Stockholders represent, percentage | 76.66% | ||
Outstanding shares of common stock | 9,863,000 | 9,863,000 | 9,863,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | |
GOING CONCERN | ||
Net loss | $ (74,213) | $ (116,870) |
Accumulated deficits | $ (2,378,067) | $ (2,303,854) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | May 31, 2020 | May 31, 2019 | May 31, 2018 |
Derivative Liabilities Financial Instruments | $ 110,067 | $ 111,255 | $ 61,618 |
Fair Value, Inputs, Level 1 [Member] | |||
Derivative Liabilities Financial Instruments | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Derivative Liabilities Financial Instruments | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Derivative Liabilities Financial Instruments | $ 110,067 | $ 111,255 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
May 31, 2020 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Derivative Liabilities, at beginning of period | $ 111,255 |
Change in fair market value of derivative liabilities | (1,188) |
Derivative Liabilities, at end of period | $ 110,067 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Stock price | $ 0.15 | $ 0.15 |
Risk-free discount rate | 0.01% | 2.31% |
Volatility | 0.10% | 0.01% |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | May 31, 2020 | May 31, 2019 | Mar. 31, 2018 |
Total promissory notes payable, gross | $ 6,500 | $ 6,500 | $ 6,500 |
Promissory Note [Member] | |||
Dated March 31, 2018 | 6,500 | 6,500 | |
Total promissory notes payable, gross | 6,500 | 6,500 | |
Less: current portion | 0 | 0 | |
Long-term promissory note payable | $ 6,500 | $ 6,500 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | May 31, 2020 | May 31, 2019 | |
PROMISSORY NOTES | |||
Proceeds promissory note | $ 6,500 | $ 6,500 | $ 6,500 |
Maturity date | Sep. 23, 2018 | ||
Accrues interest rate, per quarter | 1.50% | ||
Interest expense | $ 395 | $ 395 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | May 31, 2020 | May 31, 2019 |
Total convertible notes payable, gross | $ 102,500 | $ 102,500 |
Less: Unamortized debt discount | 0 | (11,649) |
Total convertible notes | 102,500 | 90,851 |
Convertible Notes Payable June 6, 2017 In Default [Member] | ||
Total convertible notes payable, gross | 11,000 | 11,000 |
Convertible Notes Payable Dated August 4, 2017 In Default [Member] | ||
Total convertible notes payable, gross | 7,500 | 7,500 |
Convertible Notes Payable Dated October 6, 2017 In Default [Member] | ||
Total convertible notes payable, gross | 15,000 | 15,000 |
Convertible Notes Payable Dated March 23, 2018 In Default [Member] | ||
Total convertible notes payable, gross | 20,000 | 20,000 |
Convertible Notes Payable Dated July 31, 2018 In Default [Member] | ||
Total convertible notes payable, gross | 20,000 | 20,000 |
Convertible Notes Payable Dated February 15, 2017 In Default [Member] | ||
Total convertible notes payable, gross | 20,000 | 20,000 |
Convertible Notes Payable Dated December 31, 2018 In Default [Member] | ||
Total convertible notes payable, gross | $ 9,000 | $ 9,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 13, 2018 | Oct. 06, 2017 | Aug. 04, 2017 | Jun. 06, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 23, 2018 | May 31, 2020 | May 31, 2019 | |
Amortization of note discount from beneficial conversion feature as interest expense | $ 28,376 | $ 60,950 | |||||||
Proceeds from convertible note | $ 0 | $ 49,000 | |||||||
Maturity date | Sep. 23, 2018 | ||||||||
Accrues interest rate, per annum | 1.50% | ||||||||
Convertible Notes Payable October 6, 2017 [Member] | |||||||||
Proceeds from convertible note | $ 15,000 | ||||||||
Maturity date | Apr. 06, 2018 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Default interest rate, per annum | 15% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day | ||||||||
Convertible Notes Payable Dated March 23, 2018 [Member] | |||||||||
Proceeds from convertible note | $ 20,000 | ||||||||
Maturity date | Sep. 23, 2018 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Default interest rate, per annum | 15% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day | ||||||||
Convertible Notes Payable August 4, 2017 [Member] | |||||||||
Proceeds from convertible note | $ 7,500 | ||||||||
Maturity date | Feb. 04, 2018 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Default interest rate, per annum | 15% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day | ||||||||
Convertible Notes Payable July 13, 2018 [Member] | |||||||||
Proceeds from convertible note | $ 9,000 | ||||||||
Maturity date | Jan. 31, 2019 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Default interest rate, per annum | 15% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day | ||||||||
Convertible Notes Payable Dated December 31, 2018 [Member] | |||||||||
Proceeds from convertible note | $ 20,000 | ||||||||
Maturity date | Jun. 30, 2019 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day | ||||||||
Convertible Notes Payable December 31, 2018 [Member] | |||||||||
Proceeds from convertible note | $ 20,000 | ||||||||
Maturity date | Aug. 14, 2019 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day | ||||||||
Convertible Notes Payable June 6, 2017 [Member] | |||||||||
Proceeds from convertible note | $ 11,000 | ||||||||
Maturity date | Dec. 06, 2017 | ||||||||
Accrues interest rate, per annum | 8% | ||||||||
Default interest rate, per annum | 15% | ||||||||
Note convertible in common stock at discount | 50% | ||||||||
Lowest average trading days | 20-day |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Feb. 17, 2017 | May 31, 2020 | May 31, 2019 | |
Proceeds from convertible note | $ 0 | $ 49,000 | ||
Maturity date | Sep. 23, 2018 | |||
Convertible Notes [Member] | ||||
Debt discount related to beneficial conversion feature of the note | $ 7,500 | |||
Proceeds from convertible note | $ 7,500 | |||
Note convertible in common stock at discount | 50% | |||
Lowest average trading days | 20-day | |||
Interest expense | $ 1,144 | $ 1,144 | ||
Maturity date | Aug. 17, 2017 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - Warrants [Member] | 12 Months Ended |
May 31, 2020 $ / shares shares | |
Warrants, beginning balance | shares | 9,317,500 |
Warrants expired | shares | (1,485,000) |
Warrants, ending balance | shares | 7,832,500 |
Warrants, Weighted Average Exercise Price, beginning balance | $ / shares | $ 0.15 |
Weighted Average Exercise Price, Warrants expired | $ / shares | 0.21 |
Warrants, Weighted Average Exercise Price, ending balance | $ / shares | $ 0.14 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares | May 31, 2020 | May 31, 2019 | Feb. 11, 2019 |
STOCKHOLDERS EQUITY (Details) | |||
Number of authorized shares common stock | 1,000,000,000 | 1,000,000,000 | |
Par value | $ 0.001 | $ 0.001 | |
Issued shares of common stock | 9,863,000 | 9,863,000 | |
Outstanding shares of common stock | 9,863,000 | 9,863,000 | 9,863,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | |
INCOME TAXES (Details) | ||
Net operating loss carryforward | $ 2,378,067 | $ 2,035,798 |
Statutory tax rate | 21% | 21% |
Deferred tax asset | $ (499,394) | $ (427,218) |
Less: Valuation allowance | 499,394 | 427,218 |
Net deferred asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2020 | May 31, 2019 | |
INCOME TAXES (Details) | ||
Net operating loss carryforward | $ 2,380,000 | $ 2,040,000 |
Ownership changes | 50% |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 02, 2021 | Nov. 12, 2021 | Mar. 31, 2018 | May 31, 2020 | May 31, 2019 | |
Due upon written notice days | 10 days | ||||
Proceeds from convertible note | $ 0 | $ 49,000 | |||
Interest rate | 10% | ||||
Accrues interest rate, per quarter | 1.50% | ||||
Maturity date | Sep. 23, 2018 | ||||
Subsequent Event [Member] | |||||
Due upon written notice days | 10 days | ||||
Forgave the balances of certain convertibles notes issued | $ 33,500 | ||||
Description of the holders of certain convertibles notes issued | the holders of certain convertibles notes issued on July ,13, 2018, March 23, 2018, December 31,2018 and February 15, 2019 assigned their balances to a new note holder | ||||
Subsequent Event [Member] | Convertible Promissory Note Dated September 2, 2021 [Member] | |||||
Proceeds from convertible note | $ 25,000 | ||||
Note convertible in common stock, per share | $ 0.01 | ||||
Accrues interest rate, per quarter | 8% | ||||
Default interest rate, per annum | 15% | ||||
Maturity date | Dec. 02, 2021 |