Wewards (WEWA) 10-K 23 Sep 19 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	May 31, 2019	Sep. 16, 2019	Nov. 30, 2018
Document And Entity Information
Entity Registrant Name	WEWARDS, INC.
Entity Central Index Key	0001616156
Document Type	10-K
Document Period End Date	May 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		107,483,450
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Interactive Data Current	Yes
Entity Incorporation State Code	NV
Entity File Number	000-55957

BALANCE SHEETS

BALANCE SHEETS - USD ($)	May 31, 2019	May 31, 2018
Current Assets
Cash	$ 4,508,397	$ 10,794,298
Prepaid expenses	25,000	316,666
Total current assets	4,533,397	11,110,964
Capitalized software development costs		374,125
Right of use asset	540,433
Total Assets	5,073,830	11,485,089
Current Liabilities
Accounts payable	329	160,536
Accrued interest, related party	912,123	785,293
Due to related parties	225,272	190,272
Operating lease obligation	128,705
Total Current Liabilities	1,266,429	1,136,101
Long Term Liabilities:
Convertible Notes Payable, related party	10,500,000	17,000,000
Operating lease obligation - noncurrent portion	411,729
Total Liabilities	12,178,158	18,136,101
Stockholders' Deficit:
Preferred stock, par value $0.001; 50,000,000 shares authorized, no shares issued
Common stock, par value $0.001; 500,000,000 shares authorized, 107,483,450 and 88,733,450 shares issued and outstanding; respectively	107,483	88,733
Additional paid in capital	5,083,348	3,171,197
Accumulated deficit	(12,295,159)	(9,910,942)
Total Stockholders' Deficit	(7,104,328)	(6,651,012)
Total Liabilities and Stockholders' Deficit	$ 5,073,830	$ 11,485,089

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	May 31, 2019	May 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, share issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	107,483,450	88,733,450
Common stock, shares outstanding	107,483,450	88,733,450

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Income Statement [Abstract]
Revenue
Operating Expenses:
General and administrative	609,412	1,249,334
General and administrative - related party	292,134	58,334
Rent expense - related party	180,000	40,500
Impairment loss - software development costs	374,125
Research and development expense	447,418	2,117,207
Total expenses	1,903,089	3,465,375
Other income (expense:):
Interest expense - related party	(557,742)	(784,170)
Other expense		(496,000)
Interest income	76,614	1,629
Total other expense	(481,128)	(1,278,541)
Loss before provision for income taxes	(2,384,217)	(4,743,916)
Provision for Income Taxes
Net Loss	$ (2,384,217)	$ (4,743,916)
Net loss per share - basic & diluted	$ (0.02)	$ (0.17)
Weighted average shares outstanding, basic and diluted	106,147,834	27,342,329

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at May. 31, 2017		$ 8,130	$ 27,661	$ (5,167,026)	$ (5,131,235)
Beginning balance, shares at May. 31, 2017		8,130,000			8,130,000
Stock issued for conversion of debt - related party		$ 80,603	3,143,536		$ 3,224,139
Stock issued for conversion of debt - related party Shares		80,603,450
Net loss				(4,743,916)	(4,743,916)
Ending balance at May. 31, 2018		$ 88,733	3,171,197	(9,910,942)	$ (6,651,012)
Ending balance, shares at May. 31, 2018		88,733,450			88,733,450
Stock issued for conversion of debt - related party		$ 18,750	1,481,250		$ 1,500,000
Stock issued for conversion of debt - related party Shares		18,750,000
Forgiveness of accrued interest - related party			430,901		430,901
Net loss				(2,384,217)	(2,384,217)
Ending balance at May. 31, 2019		$ 107,483	$ 5,083,348	$ (12,295,159)	$ (7,104,328)
Ending balance, shares at May. 31, 2019		107,483,450			107,483,450

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Cash flows from operating activities:
Net loss	$ (2,384,217)	$ (4,743,916)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment	374,125
Changes in assets and liabilities:
Prepaids expenses	291,666	(274,166)
Accounts payable	(160,207)	944,706
Accrued interest - related party	557,732
Cash flows used in operating activities	(1,320,901)	(4,073,376)
Cash flows from investing activities:
Capitalized software development costs		(374,125)
Cash flows used in investing activities		(374,125)
Cash flows from financing activities:
Proceeds from a related party	35,000	8,038,538
Repayment of related party notes	(5,000,000)	(35,000)
Cash flows (used in) provided by financing activities	(4,965,000)	8,003,538
Net (decrease) increase in cash	(6,285,901)	3,556,037
Cash, beginning of year	10,794,298	7,238,261
Cash, end of year	4,508,397	10,794,298
Supplemental cash flow information:
Interest paid
Income taxes paid
Supplemental disclosure of non-cash activity:
Related party debt converted to common stock	1,500,000
Forgiveness of accrued interest, related party, classified to additional paid in capital	$ 430,901

ORGANIZATION AND NATURE OF BUSI

ORGANIZATION AND NATURE OF BUSINESS	12 Months Ended
	May 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Wewards, Inc. (formerly Global Entertainment Clubs, Inc.) (“Wewards”, “the Company”) was incorporated On August 6, 2016 the Company signed Statements of Work (“SOWs”) with Intellectsoft LLC, an unaffiliated company, to perform services for the development and administration of websites to support a mobile app which will enable consumers to purchase goods and earn rebates in the form of Bitcoin, and merchants will be able to sell their goods directly to the users, using this platform. The SOWs provide that after this mobile app has been developed, Intellectsoft LLC will then proceed to phase 2, which is intended to be the development of this app for white-label operators. As of May 31, 2019, The Merchant Platform (the “Platform”) has been developed by the Company, which is the owner of the Platform. Development of the Platform began in 2016, and has now been completed, subject to further improvements; however, no license agreement has yet been signed by the Company, and no revenues have been generated. The Platform provides an innovative Bitcoin rewards ecosystem. It transforms the traditional concept of ecommerce, or commerce in general, into a concept of a cooperative society where both merchants and consumers are collaborating and Bitcoin will serve as the reward system, to acknowledge the value created by the consumers for their contribution. The ecosystem provides consumers with rewards each time they complete a challenge defined by a merchant. This is intended to make the ecommerce process beneficial to everyone, and to help distribute commercial wealth among and between the merchants and consumers. January 8, 2018, by consent of Lei Pei, the principal shareholder, the Company changed its corporate name in Nevada to WEWARDS, INC. The Company’s trading symbol is now WEWA.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	May 31, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. There were no cash equivalents as of May 31, 2019 and 2018. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended May 31, 2019. Impairment of Long–Lived Assets The Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded. Software development costs Per ASC 985-20 expenses in the development of the software are expensed until technological feasibility has been reached and costs are determined to be recoverable. At this point additional expenses are capitalized. Capitalization ends, and amortization begins when the product is available for general release to customers. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments, when it has been determined that the embedded conversion options should not be bifurcated from their host instruments, as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of May 31, 2019, and 2018, no liability for unrecognized tax benefits was required to be reported. Stock-Based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, Basic Income (Loss) Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of May 31, 2019 and 2018 there were 131,250,000 and 222,197,251, respectively potentially dilutive shares. Because the Company has recorded a net loss in both periods all of the potentially shares were anti-dilutive. Recently Adopted Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) 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, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is currently in the process of evaluating the potential effect that the adoption of this standard will have on its financial position and results of operations. The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

GOING CONCERN

GOING CONCERN	12 Months Ended
	May 31, 2019
Loan commitment
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Although the Company currently has $4,508,397 of cash as of May 31, 2019, it also has total liabilities of $12,178,158 and has not completed its efforts to establish a stabilized source of revenues sufficient to cover its operating costs over an extended period of time. The Company has had no revenues since inception and has an accumulated deficit of $12,295,159. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses until its planned operations begin to generate revenue. The Company is in the process of signing their first customers and is expecting to recognize its first revenue by the end of the first quarter.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	May 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS During the year ended May 31, 2018, the Company began to capitalize costs incurred for the development of its software programs to be used in its revenue generating operation, as technological feasibility had been reached. As of May 31, 2018, the Company had capitalized $374,125, of costs. During the year ended May 31, 2019, the Company impaired its previously capitalized software costs of $374,125.

PREPAIDS

PREPAIDS	12 Months Ended
	May 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAIDS	NOTE 5 – PREPAIDS As of May 31, 2018, the Company had prepaid expenses of $316,666 for consulting services to be provided in June 2018.

RELATED PARTY LOANS

RELATED PARTY LOANS	12 Months Ended
	May 31, 2019
Debt Disclosure [Abstract]
RELATED PARTY LOANS	NOTE 6 – RELATED PARTY LOANS As of May 31, 2019, and May 31, 2018, the Company owed EDG Development, a company owned by Mr. Pei, $70,740 and $70,740, respectively. All funds expended to date have been used for professional fees, and for other general operating purposes. The loans are unsecured, non-interest bearing and due on demand. As of May 31, 2019 and May 31, 2018, the Company owed F&L Galaxy, Inc., (a Company owned by Weward’s CEO), $12,582 and $12,582, respectively for software development expense. The loan is unsecured, non-interest bearing and due on demand. On March 16, 2018, Wewards Inc. entered into a Master IT Services Agreement with F&L Galaxy Inc., by which F&L Galaxy Inc. agreed to provide technical support services to Wewards . Per the terms of the agreement the Company paid $350,000 on April 2, 2018 for services to be provided from April 1, 2018 through March 31, 2019. The $350,000 was amortized to expense over the one year term of the agreement. As of May 31, 2019, For the year ended May 31, 2019 and 2018, the Company accrued interest at 5% on the above loans for interest expense of $9,592 and $9,514, respectively. On March 1, 2018, the Company began occupying its new corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102. The Company signed a five-year sublease with United Power, Inc. (“Power”), an affiliate of the Company by reason of common ownership with Lei Pei, the Company’s sole officer and director and majority shareholder, at a base monthly rent of $15,000, plus a possible increase of up to 3% each year based on increases, if any, of the Consumer Price Index. The building is owned by Future Property Limited (“Future”), another affiliate of the Company because of common ownership; Future entered into a lease with Power, and the Company then sublet the space from Power. The Company is occupying the space for executive and administrative offices. Rent expense for the year ended was $180,000 and $45,000, respectively. Convertible Promissory Notes On each of August 1, 2016 and August 3, 2016, Sky Rover Holdings, Ltd., a California corporation (“Sky Rover”) which is 100% owned by Lei Pei, the CEO and principal shareholder, loaned $500,000 to the Company (total of $1,000,000). Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on August 1, 2019, and is convertible in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.04 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. On March 5, 2018, Sky Rover converted the $1,000,000 and $79,990 of accrued interest into 26,999,750 shares of common stock, repaying this loan in full. On September 27, 2016, Sky Rover loaned an additional $2,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on September 27, 2019, and is convertible, in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.04 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. On March 5, 2018, Sky Rover converted the $2,000,000 and $144,148 of accrued interest into 53,603,700 shares of common stock, repaying this loan in full. On February 23, 2017, Sky Rover loaned an additional $1,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 23, 2020, and is convertible, in whole or in part, at the option of the holder, into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. All funds expended to date have been used for professional fees, other general operating purposes and for payments in accordance with the SOWs discussed in Note 1. On June 26, 2018, the Company repaid the $1,000,000 loan. Sky Rover waived all accrued and unpaid interest of $66,998, which has been credited to additional paid in capital, February 26, 2017, Sky Rover agreed to loan up to an additional $20,000,000 to the Company, of which $8,000,000 was loaned on February 28, 2017. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on February 26, 2020, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. On June 26, 2018, the Company repaid the $4,000,000 of the loan. In addition, Sky Rover converted $1,500,000 into the common shares, at the Notes’ conversion price of $.08 per share. As a result of this conversion, the Company issued a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which has been credited to additional paid in capital. As of May 31, 2019, there is $2,500,000 and $282,618 of principal and accrued interest, respectively, due on this loan. On November 20, 2017, Sky Rover loaned the remaining $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2020, and is, in whole or in part, at the option of the holder, convertible into common shares at any time before the due date, at a conversion price of $0.08 per share (subject to adjustment in the event of stock splits, forward splits, recapitalizations, a merger, etc.). At the option of the Company, the interest may also be paid by issuing restricted shares of common stock, at the same conversion price per share. As of May 31, 2019 there is $610,411 of accrued interest on this loan. If and when Sky Rover converts the remaining $10,500,000 of Notes at the present conversion price of $.08 per share to 131,250,000 shares, those shares, plus the approximate 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued before conversion), which would be approximately 97.4% of the then-outstanding shares.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	May 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES On March 9, 2018, the Company entered into a sublease agreement for office space in Las Vegas, NV, with United Power, a related party. The lease is considered an operating lease, requires monthly payments of $15,000 and expires March 8, 2023. We have accounted for the lease under ASU 842 Leases, as follows. Balance Sheet Classification May 31, 2019 Asset Operating lease asset Right of use asset $ 540,433 Total lease asset $ 540,433 Liability Operating lease liability – current portion Current operating lease liability $ 128,705 Operating lease liability – noncurrent portion Long-term operating lease liability 411,729 Total lease liability $ 540,434 Lease obligations at June 30, 2019 consisted of the following: For the year ended May 31: 2020 $ 180,000 2021 180,000 2022 180,000 2023 135,000 Total payments $ 675,000 Amount representing interest $ (134,566 ) Lease obligation, net 540,434 Less current portion (128,705 ) Lease obligation – long term $ 411,729 The lease expense for the year ended May 31, 2019 was $180,000 which consisted of amortization expense of $50,672 and interest expense of $24,329 after the adoption of the new lease standard on January 1, 2019. The cash paid under this operating lease during year ended May 31, 2019 was $180,000. We have used a discount rate of 8%.

COMMON STOCK

COMMON STOCK	12 Months Ended
	May 31, 2019
Equity [Abstract]
COMMON STOCK	NOTE 8 – COMMON STOCK On June 26, 2018, Sky Rover converted $1,500,000 into common shares, at the conversion price of $.08 per share. As a result of this conversion, the Company issued a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $430,901, which has been credited to additional paid in capital.

PREFERRED STOCK

PREFERRED STOCK	12 Months Ended
	May 31, 2019
Equity [Abstract]
PREFERRED STOCK	NOTE 9 – PREFERRED STOCK The Company has authorized preferred stock of 50,000,000 shares, par value $.001 per share. The voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of the preferred stock shall be prescribed by resolution of the Board of Directors at the time a specific series of preferred stock is designated. None of the preferred shares have been issued as of the date of this Report.

INCOME TAXES

INCOME TAXES	12 Months Ended
	May 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 10 – INCOME TAXES The provision for Federal income tax consists of the following at May 31: 2019 2018 Federal income tax benefit attributable to: Current Operations $ 500,700 $ 996,200 Change in valuation allowance (500,700 ) (996,200 ) Net provision for Federal income taxes $ — $ — The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at May 31: 2019 2018 Deferred tax asset attributable to: Net operating loss carryover $ 2,582,000 $ 2,081,300 Less: valuation allowance (2,582,000 ) (2,081,300 ) Net deferred tax asset $ — $ — The Company has approximately $12.3 million net operating loss carryforwards that are available to reduce future taxable income. Those NOLs begin to expire in 2034. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. The Company’s deferred tax assets and liabilities have been remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a deferred tax expense of $1,288,400 for the year ended May 31, 2019, that is still fully valued against as of May 31, 2019. This expense is attributable to the Company’s being in a net deferred tax asset position at the time of remeasurement. As the Company maintains fully valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the 2017 Tax Act and the guidance available as of the date of March 30, 2018, but has kept the full valuation allowance. As a result, the Company has recorded no income tax expense in the fourth quarter of 2017, the period in which the 2017 Tax Act was enacted. On December 22, 2017, the Securities and Exchange Commission published Staff Accounting Bulletin No. 118 (“SAB 118”), which addressed the application of GAAP in situations where the Company does not have the necessary information (including computations) available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The deferred tax expense to be recorded in connection with the remeasurement of deferred tax assets is to be a provisional amount and a reasonable estimate at December 31, 2017, based upon the best information currently available. The ultimate result may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in the interpretations and assumptions that the Company has made, additional regulatory guidance that may be issued, and actions that the Company may take as a result of the 2017 Tax Act. Any subsequent adjustment to these amounts will be recorded in current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the Company’s 2017 federal corporate income tax return is filed in 2018.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	May 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	May 31, 2019
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk	Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. There were no cash equivalents as of May 31, 2019 and 2018.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended May 31, 2019.
Impairment of Long-Lived Assets	Impairment of Long–Lived Assets The Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded.
Software development costs	Software development costs Per ASC 985-20 expenses in the development of the software are expensed until technological feasibility has been reached and costs are determined to be recoverable. At this point additional expenses are capitalized. Capitalization ends, and amortization begins when the product is available for general release to customers.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments, when it has been determined that the embedded conversion options should not be bifurcated from their host instruments, as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of May 31, 2019, and 2018, no liability for unrecognized tax benefits was required to be reported.
Stock-Based Compensation	Stock-Based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation,
Basic Income (Loss) Per Share	Basic Income (Loss) Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of May 31, 2019 and 2018 there were 131,250,000 and 222,197,251, respectively potentially dilutive shares. Because the Company has recorded a net loss in both periods all of the potentially shares were anti-dilutive.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)
Recent Accounting Standards	Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) 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, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is currently in the process of evaluating the potential effect that the adoption of this standard will have on its financial position and results of operations. The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	May 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Lease Components	We have accounted for the lease under ASU 842 Leases, as follows. Balance Sheet Classification May 31, 2019 Asset Operating lease asset Right of use asset $ 540,433 Total lease asset $ 540,433 Liability Operating lease liability – current portion Current operating lease liability $ 128,705 Operating lease liability – noncurrent portion Long-term operating lease liability 411,729 Total lease liability $ 540,434
Minimum Future Lease Payments	Lease obligations at June 30, 2019 consisted of the following: For the year ended May 31: 2020 $ 180,000 2021 180,000 2022 180,000 2023 135,000 Total payments $ 675,000 Amount representing interest $ (134,566 ) Lease obligation, net 540,434 Less current portion (128,705 ) Lease obligation – long term $ 411,729

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	May 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Provision for Federal Income Tax	The provision for Federal income tax consists of the following at May 31: 2019 2018 Federal income tax benefit attributable to: Current Operations $ 500,700 $ 996,200 Change in valuation allowance (500,700 ) (996,200 ) Net provision for Federal income taxes $ — $ —
Schedule of Net Deferred Tax Assets	The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at May 31: 2019 2018 Deferred tax asset attributable to: Net operating loss carryover $ 2,582,000 $ 2,081,300 Less: valuation allowance (2,582,000 ) (2,081,300 ) Net deferred tax asset $ — $ —

ORGANIZATION AND NATURE OF BU_2

ORGANIZATION AND NATURE OF BUSINESS (Details) - USD ($)	1 Months Ended
	Apr. 30, 2015	May 31, 2019	May 31, 2018	May 31, 2017	Apr. 26, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of common shares sold through stock purchase agreement					6,000,000
Percentage of issued and outstanding stock sold through stock purchase agreement					73.80%
Common stock, shares issued		107,483,450	88,733,450		8,130,000
Common stock, shares outstanding		107,483,450	88,733,450	8,130,000	8,130,000
Proceeds from issuance of common stock	$ 340,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Potentially dilutive shares	131,250,000	222,197,251

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018	May 31, 2017
Loan commitment
Cash	$ 4,508,397	$ 10,794,298	$ 7,238,261
Total Liabilities	12,178,158	18,136,101
Accumulated deficit	12,295,159	9,910,942
Revenue

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets		$ 374,125
Impairment loss - software development costs	$ 374,125

PREPAIDS (Details)

PREPAIDS (Details) - USD ($)	May 31, 2019	May 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 25,000	$ 316,666

RELATED PARTY LOANS (Details)

RELATED PARTY LOANS (Details) - USD ($)	Jun. 26, 2018	Nov. 20, 2017	Feb. 28, 2017	Feb. 23, 2017	Sep. 27, 2016	Aug. 03, 2016	May 31, 2019	May 31, 2018	Apr. 02, 2018	Feb. 26, 2017
Related Party Transaction [Line Items]
Due to a related party							$ 225,272	$ 190,272
Proceeds from a related party							35,000	8,038,538
Prepaid expense							25,000	316,666
Convertible Notes Payable - Related Party							10,500,000	17,000,000
Accrued interest							$ 912,123	785,293
Number of shares outstanding if debt converted							232,603,450
Percentage of shares owned if debt converted							97.40%
Monthly base rent							$ 15,000
Rent expense							180,000	40,500
Stock issued for conversion of debt							1,500,000	3,224,139
Repayment of related party loan							5,000,000	35,000
Sky Rover Holdings, Ltd. [Member]
Related Party Transaction [Line Items]
Accrued and upaid interest waived	$ 363,904
Shares issued in conversion	18,750,000
Sky Rover Holdings, Ltd. [Member] | Convertible promissory note [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable - Related Party							2,500,000
Conversion price	$ 0.08
Accrued interest							282,618
Stock issued for conversion of debt	$ 1,500,000
Repayment of related party loan	$ 4,000,000
CEO [Member]
Related Party Transaction [Line Items]
Due to a related party							$ 141,950	$ 106,950
Interest rate							5.00%	5.00%
Interest expense							$ 9,592	$ 9,514
CEO [Member] | Company owned by CEO [Member]
Related Party Transaction [Line Items]
Due to a related party							70,740	70,740
CEO [Member] | F&L Galaxy, Inc. [Member]
Related Party Transaction [Line Items]
Due to a related party							12,582	12,582
Prepaid expense									$ 350,000
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Four [Member]
Related Party Transaction [Line Items]
Proceeds from a related party				$ 1,000,000
Interest rate				5.00%
Maturity date				Feb. 23, 2020
Conversion price				$ .08
Accrued interest								66,998
CEO [Member] | Sky Rover Holdings, Ltd. Transaction One [Member]
Related Party Transaction [Line Items]
Proceeds from a related party						$ 1,000,000
Interest rate						5.00%
Maturity date						Aug. 1, 2019
Conversion price						$ 0.04
Stock issued for conversion of debt								$ 1,079,990
Stock issued for conversion of debt Shares								26,999,750
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Two [Member]
Related Party Transaction [Line Items]
Proceeds from a related party					$ 2,000,000
Interest rate					5.00%
Maturity date					Sep. 27, 2019
Conversion price					$ 0.04
Stock issued for conversion of debt								$ 2,144,148
Stock issued for conversion of debt Shares								53,603,700
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Three [Member]
Related Party Transaction [Line Items]
Proceeds from a related party			$ 8,000,000
Interest rate								5.00%
Maturity date			Feb. 26, 2020
Conversion price								$ 0.08
CEO [Member] | Sky Rover Holdings, Ltd. [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Loan commitment										$ 20,000,000
CEO [Member] | Sky Rover Holdings, Ltd. Transaction Four [Member]
Related Party Transaction [Line Items]
Proceeds from a related party		$ 8,000,000
Interest rate		5.00%
Maturity date		Nov. 20, 2020
Conversion price		$ 0.08
Accrued interest							$ 610,411

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Right of use asset	$ 540,433
Rent expense - related party	180,000	40,500
Lease amortization	50,672
Lease interest expense	$ 24,329
Discount rate	8.00%
2020	$ 180,000
2021	180,000
2022	180,000
2023	135,000
Total payments	675,000
Amount representing interest	(134,566)
Lease obligation, net	540,434
Less current portion	(128,705)
Lease obligation - long term	$ 411,729

COMMON STOCK (Details)

COMMON STOCK (Details) - USD ($)	Jun. 26, 2018	May 31, 2019	May 31, 2018
Stock issued for conversion of debt		$ 1,500,000	$ 3,224,139
Forgiveness of accrued interest - related party		$ 430,901
Sky Rover Holdings, Ltd. [Member]
Shares issued in conversion	18,750,000
Sky Rover Holdings, Ltd. [Member] | Convertible promissory note [Member]
Stock issued for conversion of debt	$ 1,500,000
Conversion price	$ 0.08

PREFERRED STOCK (Details)

PREFERRED STOCK (Details) - $ / shares	May 31, 2019	May 31, 2018
Equity [Abstract]
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock par value	$ 0.001	$ 0.001

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 12,300,000
Tax rate	21.00%	35.00%
Deferred tax expense	$ 1,288,400

INCOME TAXES (Schedule of Provi

INCOME TAXES (Schedule of Provision for Federal Income Tax) (Details) - USD ($)	12 Months Ended
	May 31, 2019	May 31, 2018
Federal income tax benefit attributable to:
Current Operations	$ 500,700	$ 996,200
Less: valuation allowance	(500,700)	(996,200)
Net provision for Federal income taxes

INCOME TAXES (Schedule of Net D

INCOME TAXES (Schedule of Net Deferred Tax Assets) (Details) - USD ($)	May 31, 2019	May 31, 2018
Deferred tax asset attributable to:
Net operating loss carryover	$ 2,582,000	$ 2,081,300
Change in valuation allowance	(2,582,000)	(2,081,300)
Net deferred tax asset