Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2018 | Jan. 30, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | AMPERICO LTD | |
Entity Central Index Key | 0001554054 | |
Document Type | 10-Q/A | |
Document Period End Date | Aug. 31, 2018 | |
Amendment Flag | true | |
Amendment Description | Explanatory Note This Form 10-Q/A is being amended to reflect the Company’s name change from Amperico Corp. to Bitsian Ltd. (as of the filing date of the Form 10-Q, and the subsequent name change after the filing of the Form 10-Q from Bitsian Ltd. to Amperico Ltd.), basic income (loss) per share (Note 1), the income tax footnote (Note 5), the subsequent event (Note 8), and other minor typographical corrections. | |
Current Fiscal Year End Date | --05-31 | |
Entity File Number | 333-170091 | |
Entity Incorporation State Country Code | NV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 625,002,696 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Total Current Assets | ||
Total Assets | 0 | 0 |
Current Liabilities | ||
Accounts payable and accrued expenses | 10,516 | 10,216 |
Loans Payable | 35,600 | 35,600 |
Interest Payable | 2,567 | 2,067 |
Due to Related Party | 652 | 652 |
Total Liabilities | 49,335 | 48,535 |
Commitments and Contingencies (Note 7) | ||
Stockholders' Deficit | ||
Common Stock, $0.001 par value; 1,000,000,000 shares authorized, 2,696 and 2,696 shares issued and outstanding as of August 31, 2018 and May 31, 2018 | 3 | 3 |
Additional paid-in capital | 21,797 | 21,797 |
Accumulated deficit | (71,135) | (70,335) |
Total Stockholders' Deficit | (49,335) | (48,535) |
Total Liabilities and Stockholders' Deficit | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2018 | May 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, issued | 2,696 | 2,696 |
Common Stock, outstanding | 2,696 | 2,696 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of Goods Sold | ||
Gross Profit | ||
Operating Expenses: | ||
General administrative | 300 | 300 |
Total operating expenses | 300 | 300 |
Loss from operations | (300) | (300) |
Other Income (Expense) | ||
Interest expense | (500) | (500) |
Total other income (expense) | (500) | (500) |
Net Loss Before Income Taxes | (800) | (800) |
Income tax | ||
Net Loss After Income Taxes | $ (800) | $ (800) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted (in shares) | 2,696 | 2,696 |
Income (Loss) per Common Share - Basic and Diluted (in dollars per share) | $ (0.30) | $ (0.30) |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at May. 31, 2016 | $ 3 | $ 21,797 | $ (59,349) | $ (37,549) |
Balance at beginning (in shares) at May. 31, 2016 | 2,696 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (7,786) | (7,786) | ||
Balance at end at May. 31, 2017 | $ 3 | 21,797 | (67,135) | (45,335) |
Balance at end (in shares) at May. 31, 2017 | 2,696 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (800) | (800) | ||
Balance at end at Aug. 31, 2017 | $ 3 | 21,797 | (67,935) | (46,135) |
Balance at end (in shares) at Aug. 31, 2017 | 2,696 | |||
Balance at beginning at May. 31, 2017 | $ 3 | 21,797 | (67,135) | (45,335) |
Balance at beginning (in shares) at May. 31, 2017 | 2,696 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (3,200) | (3,200) | ||
Balance at end at May. 31, 2018 | $ 3 | 21,797 | (70,335) | $ (48,535) |
Balance at end (in shares) at May. 31, 2018 | 2,696 | 2,696 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (800) | $ (800) | ||
Balance at end at Aug. 31, 2018 | $ 3 | $ 21,797 | $ (71,135) | $ (49,335) |
Balance at end (in shares) at Aug. 31, 2018 | 2,696 | 2,696 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (800) | $ (800) |
Changes in operating assets and liabilities: | ||
Accounts Payable | 300 | 300 |
Interest Payable | 500 | 500 |
Net Cash Provided By (Used In) Operating Activities | ||
Cash Flows From Investing Activities | ||
Cash Flows From Financing Activities | ||
Net Cash Provided by Financing Activities | ||
Net Increase (Decrease) In Cash | ||
Cash, Beginning of Period | 0 | |
Cash, End of Period | 0 | |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Amperico Ltd. (f/k/a Bitsian Ltd. and f/k/a Amperico Corp., the “Company”) was incorporated under the laws of the State of Nevada on December 20, 2011. The Company is a Nevada corporation organized for the purpose of engaging in any lawful business. From inception in 2011 through March 12, 2014, the Company was in the business of developing on-site web-state analytical software designed to capture customer's behavior and feedback on the visited websites. On March 12, 2014, the Company signed a letter of intent to acquire intellectual property through an Intellectual Property License Agreement from SecureCom Plus Limited, a non-related company based in Hong Kong. The closing of the contemplated transactions as per the letter of intent was to occur on or before April 11, 2014. The closing was extended to April 30, 2014 by mutual agreement of all parties, and ultimately did not occur. From May 1, 2014 through August 31, 2018, the Company’s activities consisted solely of seeking other business opportunities and potential merger candidates, none of which materialized. The Company has no business operations, and very limited assets or capital resources. The Company's business plan is to seek one or more potential business ventures that, in the opinion of management, may warrant involvement by the Company. The Company recognizes that because of its limited financial, managerial and other resources, the type of suitable potential business ventures which may be available to it will be extremely limited. The Company's principal business objective will be to seek long-term growth potential in the business venture in which it participates rather than to seek immediate, short-term earnings. In seeking to attain the Company's business objective, it will not restrict its search to any particular business or industry but may participate in business ventures of essentially any kind or nature. The Company will not restrict its search for any specific kind of firms but may participate in a venture in its preliminary or development stage, may participate in a business that is already in operation or in a business in various stages of its corporate existence. It is impossible to predict at this stage the status of any venture in which the Company may participate, in that the venture may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. In some instances, the business endeavors may involve the acquisition of or merger with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding as well as identifying a sustainable and profitable business model. Subsequent to the reporting period of these financial statements, the Company identified an opportunity in the cryptocurrency industry and now has two wholly owned subsidiaries. Refer to NOTE 8 – SUBSEQUENT EVENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is May 31. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of August 31, 2018, the Company had $0 in cash. As of May 31, 2018, the Company had $0 in cash. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at August 31, 2018 and May 31, 2018. Income Taxes Income taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Provision for income taxes consists of federal and state income taxes in the United States. Due to the uncertainty as to the realization of benefits from our deferred tax assets, including net operating loss carryforwards and other tax credits, we have a full valuation allowance reserved against such assets. We expect to maintain this full valuation allowance at least in the near term. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for three months ended August 31, 2018 and for the year ended May 31, 2018. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Basic Income (Loss) Per Share The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the three months ended August 31, 2018 and 2017: For the Three Months Ended August 31, 2018 2017 Basic loss per common share Numerator: Net loss available to common shareholders $ (800 ) $ (300 ) Denominator: Weighted average common shares outstanding 2,696 2,696 Basic loss per common share $ (0.30 ) $ (0.11 ) Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. Recent Accounting Pronouncements Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK Common stock: As of August 31, 2018, the Company had authorized a total of 1,000,000,000 shares of common stock, par value $0.001 per share. There was no common stock issued during the three months ended August 31, 2018 and the year ended May 31, 2018 As of August 31, 2018, and May 31, 2018, a total of 2,696 shares of common stock were issued and outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Aug. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS As at August 31, 2018 and May 31, 2018, the Company owes $652 and $652, respectively, to the President and Director of the Company for working capital advances. The amounts owing are unsecured, non-interest bearing, and due on demand. The imputed interest is deemed immaterial as of August 31, 2018. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate from 34% to 21% effective January 1, 2018, among others. We will be required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We expect to revise the statutory income tax rate to 21% in fiscal 2018. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end May 31, 2019. During 2019, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carryforward was approximately $71,135 at August 31, 2018 and $70,335 at May 31, 2018 and will begin to expire in the year 2029. The Company had deferred income tax assets as of August 31, 2018 and May 31, 2018 as follows: August 31, 2018 May 31, 2018 Net operating losses $ 71,135 $ 70,335 Effective rate 21 % 21 % Total deferred tax assets $ 14,938 $ 14,770 Less: valuation allowance (14,938 ) (14,770 ) $ - $ - The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company has no accruals for interest and penalties since inception. The Company has no tax positions at August 31, 2018 and May 31, 2018 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company’s 2018 and 2017 U.S. Corporation Income Tax Returns have not been filed and are subject to U.S. Internal Revenue Service examination. A valuation allowance existed as of August 31, 2018, due to the uncertainty of net operating loss utilization based on the Company’s history of losses. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 6 GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has not generated any revenues as of August 31, 2018. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Aug. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of January 13, 2020, there were no pending or threatened lawsuits. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Aug. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On April 23, 2019, the Board of Directors and the majority shareholder of the Company approved a Plan of Conversion of the Company from a Nevada corporation into a Bahamas corporation (the “Plan”). The Company filed Articles of Continuation (the “Bahamas Articles of Continuation”) in such form as required by the provisions of Chapter 309, Part VIII, Sections 84-88 of the Bahamas International Business Companies Act, as amended (the "Bahamas Law") with the Registrar of Companies in the Bahamas as provided in the Bahamas Law, and Articles of Conversion (the “Nevada Articles of Conversion”) in such form as required by the provisions of Section 92A. 205 of the Nevada Revised Statutes (“Nevada Law”) with the Secretary of State of the State of Nevada. In accordance with the Plan, upon the effective time of conversion, the Articles of Incorporation and Bylaws of the Company currently in place shall be replaced by the Bahamas Articles of Continuation and Articles of Association respectively, to comply in all respects with the applicable provisions of Bahamas Law. In addition, and in accordance with the Plan, the Bahamas Articles of Continuation, and Articles of Association, the following changes were approved on April 23, 2019 and become effective upon the effective time of conversion: The Company’s name changed from Amperico Corp. to Bitsian Ltd. The authorized common shares of the Company increased from 500,000,000 to 1,000,000,000. The outstanding common shares of the Company decreased from 134,400,000 to 2,696 on a pro rata basis as a result of a 50,000 to 1 reverse split in which any fractional shares shall be rounded up (NOTE: the effects have been applied on a retroactive basis in these financial statements). The Company received its Certificate of Continuation from the Registrar of Companies in the Bahamas on May 13, 2019, with an effective time of conversion of April 30, 2019. Bitsian Inc. Transaction On June 11, 2019, the Company issued a total of 300,000,000 shares of common stock to seven individuals and two companies (collectively referred to as the “Bitsian Shareholders”) as full consideration for the acquisition of a 100% interest in Bitsian Inc. (hereinafter referred to as "Bitsian"), a Delaware corporation based in New York. The Company, Bitsian, and the Bitsian Shareholders entered into a share exchange agreement on June 7, 2019 whereby the Bitsian Shareholders exchanged their shares in Bitsian for shares in the Company. The Bitsian Shareholders represented a total of 100% of the issued and outstanding share capital in Bitsian. On August 7, 2019, the Company, Bitsian, and the Bitsian Shareholders signed a Cancellation Agreement whereby the share exchange agreement was canceled, the 300,000,000 shares of common stock were returned to treasury, and the 100% membership interest in Bitsian was returned to the Bitsian Shareholders. Coin Trader Ltd. Transaction On June 11, 2019, the Company issued a total of 300,000,000 shares of common stock to three individuals and two companies (collectively referred to as the “Coin Trader Shareholders”) as full consideration for the acquisition of a 100% interest in Coin Trader Ltd. (hereinafter referred to as "Coin Trader"), a company incorporated and based in the Bahamas. The Company, Coin Trader, and the Coin Trader Shareholders entered into a share exchange agreement on June 7, 2019 whereby the Coin Trader Shareholders exchanged their shares in Coin Trader for shares in the Company. The Coin Trader Shareholders represented a total of 100% of the issued and outstanding share capital in Coin Trader. On August 30, 2019, 60,000,000 shares were returned to treasury. On October 2, 2019 the Company completed 3 non-brokered private placements at $0.10 per share for a total of $300,000 and subsequently issued 3,000,000 shares of common stock. On October 7, 2019, the Company issued a total of 297,000,000 shares of common stock to two individuals and ten companies (collectively referred to as the “Green Lite Shareholders”) as full consideration for the acquisition of a 100% interest in Green Lite Analytics LLC (hereinafter referred to as "Green Lite"), a Delaware limited liability company based in New York. The Company, Green Lite, and the Green Lite Shareholders entered into a share exchange agreement on October 7, 2019 whereby the Green Lite Shareholders exchanged their ownership interests in Green Lite for shares in the Company. The Green Lite Shareholders represented a total of 100% of the issued and outstanding share capital in Green Lite. On October 17, 2019 the Company issued 25,000,000 shares of common stock for consulting services valued at par value of $0.001 per share. On October 22, 2019 the Company issued 60,000,000 shares of common stock for payment of $460,000 of officer’s compensation. On December 10, 2019 the Company’s name was changed from Bitsian Ltd. to Amperico Ltd. In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to August 31, 2018 to the date these financial statements were available to be issued and has determined that there are no additional material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is May 31. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of August 31, 2018 the Company had $0 in cash. As of May 31, 2018, the Company had $0 in cash. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at August 31, 2018 and May 31, 2018. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Provision for income taxes consists of federal and state income taxes in the United States. Due to the uncertainty as to the realization of benefits from our deferred tax assets, including net operating loss carryforwards and other tax credits, we have a full valuation allowance reserved against such assets. We expect to maintain this full valuation allowance at least in the near term. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for three months ended August 31, 2018 and for the year ended May 31, 2018. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the three months ended August 31, 2018 and 2017: For the Three Months Ended August 31, 2018 2017 Basic loss per common share Numerator: Net loss available to common shareholders $ (800 ) $ (300 ) Denominator: Weighted average common shares outstanding 2,696 2,696 Basic loss per common share $ (0.30 ) $ (0.11 ) |
Risk and Uncertainties | Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of basic and diluted earnings (loss) per common share | The following is a reconciliation of basic and diluted earnings (loss) per common share for the three months ended August 31, 2018 and 2017: For the Three Months Ended August 31, 2018 2017 Basic loss per common share Numerator: Net loss available to common shareholders $ (800 ) $ (300 ) Denominator: Weighted average common shares outstanding 2,696 2,696 Basic loss per common share $ (0.30 ) $ (0.11 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The Company had deferred income tax assets as of August 31, 2018 and May 31, 2018 as follows: August 31, 2018 May 31, 2018 Net operating losses $ 71,135 $ 70,335 Effective rate 21 % 21 % Total deferred tax assets $ 14,938 $ 14,770 Less: valuation allowance (14,938 ) (14,770 ) $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Numerator: | ||
Net loss available to common shareholders | $ (800) | $ (300) |
Denominator: | ||
Weighted average common shares outstanding | 2,696 | 2,696 |
Basic loss per common share | $ (0.3) | $ (0.11) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Accounting Policies [Abstract] | ||
Cash | $ 0 | $ 0 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | Aug. 31, 2018 | May 31, 2018 |
Equity [Abstract] | ||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued | 2,696 | 2,696 |
Common stock, outstanding | 2,696 | 2,696 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 652 | $ 652 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2018 | May 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 71,135 | $ 70,335 |
Effective rate | 21.00% | 21.00% |
Total deferred tax assets | $ 14,938 | $ 14,770 |
Less: valuation allowance | (14,938) | (14,770) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 22, 2017 | Aug. 31, 2018 | May 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Corporate income tax | 21.00% | 21.00% | |
Previousaly corporate income tax | 34.00% | ||
Net operating losses | $ 71,135 | $ 70,335 | |
Operation loss expiration date | Dec. 31, 2029 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 22, 2019 | Oct. 17, 2019 | Oct. 07, 2019 | Oct. 02, 2019 | Aug. 07, 2019 | Jun. 11, 2019 | Apr. 23, 2019 | Aug. 30, 2019 | Aug. 31, 2018 | May 31, 2018 | Aug. 31, 2017 | May 31, 2017 | May 31, 2016 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | |||||||||||
Common stock, outstanding | 2,696 | 2,696 | |||||||||||
Common Stock [Member] | |||||||||||||
Common stock, outstanding | 2,696 | 2,696 | 2,696 | 2,696 | 2,696 | ||||||||
Common Stock [Member] | Seven Individuals and Two Companies [Member] | Bitsian Inc. Transaction [Member] | Cancellation Agreement [Member] | |||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Number of shares cancelled (in shares) | 300,000,000 | ||||||||||||
Subsequent Event [Member] | Plan of Conversion [Member] | |||||||||||||
Common stock, authorized | 1,000,000,000 | ||||||||||||
Common stock, previous outstanding | 134,400,000 | ||||||||||||
Common stock, outstanding | 2,696 | ||||||||||||
Reverse stock split | A 50,000 to 1 reverse split in which any fractional shares shall be rounded up. | ||||||||||||
Subsequent Event [Member] | Seven Individuals and Two Companies [Member] | Bitsian Inc. Transaction [Member] | |||||||||||||
Number of shares issued in business acquisition | 300,000,000 | ||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Subsequent Event [Member] | Three Individuals and Two Companies [Member] | Coin Trader Ltd. [Member] | |||||||||||||
Number of shares issued in business acquisition | 300,000,000 | ||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Number of shares returned to treasury stock (in shares) | $ 60,000,000 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Share price (in dollars per shares) | $ 0.001 | ||||||||||||
Number of shares issued for consulting services (in shares) | 25,000,000 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Three Non Brokered Private Placements [Member] | |||||||||||||
Share price (in dollars per shares) | $ 0.10 | ||||||||||||
Number of shares issued (in shares) | 3,000,000 | ||||||||||||
Value of shares issued | $ 300,000 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Two Individuals and Ten Companies [Member] | Green Lite Analytics LLC [Member] | |||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Number of shares issued (in shares) | 297,000,000 | ||||||||||||
Percentage of shares issued and oustanding | 100.00% | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Officer [Member] | |||||||||||||
Number of shares issued (in shares) | 60,000,000 | ||||||||||||
Compensation expense | $ 460,000 |