Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2021 | Aug. 27, 2021 | Nov. 30, 2020 | |
F&L Galaxy, Inc. [Member] | |||
Entity Registrant Name | WEWARDS, INC. | ||
Entity Central Index Key | 0001616156 | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2021 | ||
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 | $ 153,250 | ||
Entity Common Stock, Shares Outstanding | 107,483,450 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Code | NV | ||
Entity File Number | 000-55957 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | May 31, 2021 | May 31, 2020 |
Current Assets | ||
Cash | $ 2,999,798 | $ 4,017,107 |
Prepaid expenses | 249 | |
Total current assets | 3,000,047 | 4,017,107 |
Right of use asset | 293,035 | 443,014 |
Total assets | 3,293,082 | 4,460,121 |
Current liabilities | ||
Accounts payable | 15,670 | 325 |
Accounts payable, related party | 15,006 | |
Accrued interest, related parties | 1,944,467 | 1,419,467 |
Deferred revenues, related party | 5,834 | |
Current maturities of operating lease obligation, related party | 162,427 | 149,979 |
Total current liabilities | 2,122,564 | 1,590,611 |
Long Term Liabilities: | ||
Operating lease obligation, related party | 130,608 | 293,035 |
Convertible notes payable, related party | 10,500,000 | 10,500,000 |
Total liabilities | 12,753,172 | 12,383,646 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,483,450 issued and outstanding | 107,483 | 107,483 |
Additional paid in capital | 5,161,532 | 5,161,532 |
Accumulated deficit | (14,729,105) | (13,192,540) |
Total stockholders' equity (deficit) | (9,460,090) | (7,923,525) |
Total liabilities and stockholders' equity (deficit) | $ 3,293,082 | $ 4,460,121 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2021 | May 31, 2020 |
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 |
Preferred stock, outstanding | 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 | 107,483,450 |
Common stock, shares outstanding | 107,483,450 | 107,483,450 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, related party | $ 83,454 | $ 4,166 |
Operating expenses: | ||
General and administrative | 3,139 | 6,375 |
Software development, related party | 842,500 | |
Rent expense | 180,000 | 180,000 |
Professional fees | 92,209 | 245,666 |
Total operating expenses | 1,117,848 | 432,041 |
Operating loss | (1,034,394) | (427,875) |
Other income (expense): | ||
Interest expense, related party | (525,000) | (539,556) |
Interest income | 22,829 | 70,050 |
Total other income (expense) | (502,171) | (469,506) |
Net loss | $ (1,536,565) | $ (897,381) |
Weighted average number of common shares outstanding - basic and fully diluted | 107,483,450 | 107,483,450 |
Net loss per share - basic and fully diluted | $ (0.01) | $ (0.01) |
STATEMENT OF STOCKHOLDERS_ DEFI
STATEMENT OF STOCKHOLDERS’ DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at May. 31, 2019 | $ 107,483 | $ 5,083,348 | $ (12,295,159) | $ (7,104,328) | |
Beginning balance, shares at May. 31, 2019 | 107,483,450 | ||||
Software acquisition, related party | (179,300) | (179,300) | |||
Forgiveness of debt, related party | 257,484 | 257,484 | |||
Net loss | (897,381) | (897,381) | |||
Ending balance at May. 31, 2020 | $ 107,483 | 5,161,532 | (13,192,540) | $ (7,923,525) | |
Ending balance, shares at May. 31, 2020 | 107,483,450 | 107,483,450 | |||
Net loss | (1,536,565) | $ (1,536,565) | |||
Ending balance at May. 31, 2021 | $ 107,483 | $ 5,161,532 | $ (14,729,105) | $ (9,460,090) | |
Ending balance, shares at May. 31, 2021 | 107,483,450 | 107,483,450 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,536,565) | $ (897,381) |
Decrease (increase) in assets: | ||
Prepaid expenses | (249) | 25,000 |
Right-of-use asset | 149,979 | 97,419 |
Increase (decrease) in liabilities: | ||
Accounts payable | 15,345 | (4) |
Accounts payable, related party | (15,006) | 15,006 |
Accrued interest, related party | 525,000 | 539,556 |
Deferred revenue, related party | (5,834) | 5,834 |
Operating lease obligation, related party | (149,979) | (97,420) |
Net cash used in operating activities | (1,017,309) | (311,990) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of software, related party | (179,300) | |
Net cash used in investing activities | (179,300) | |
NET CHANGE IN CASH | (1,017,309) | (491,290) |
CASH AT BEGINNING OF PERIOD | 4,017,107 | 4,508,397 |
CASH AT END OF PERIOD | 2,999,798 | 4,017,107 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Forgiveness of debt, related party contributed to capital | $ 257,484 |
NATURE OF BUSINESS AND SIGNIFIC
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business Wewards, Inc. (“Wewards” or “the Company”) was incorporated in the state of Nevada on September 10, 2013 as Betafox Corp., with the initial intent to manufacture and sell color candles. On April 26, 2015, Giorgos Kallides (the “Seller”), entered into an agreement with Future Continental Limited (“Purchaser”), pursuant to which, on May 11, 2015, the Seller sold to Purchaser six million (6,000,000) shares of common stock of the Company (the “Shares”) owned by the Seller, constituting approximately 73.8% of the Company’s 8,130,000 issued and outstanding common shares at such time, for $340,000. In October 2015, the Purchaser sold the 6,000,000 Shares to Mr. Lei Pei, an affiliate of the Purchaser, in consideration of Mr. Pei’s agreement to serve as our director and CEO. We have developed and are the owner of a web-based platform accessible by mobile apps (the “Platform”) that will enable consumers to purchase goods from merchants and earn rebates payable in the form of Bitcoin. The Platform provides an innovative Bitcoin rewards ecosystem. It is designed to transform traditional concepts of commerce into a cooperative society where both merchants and consumers are collaborating, utilizing Bitcoin to reward consumers. 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 all market participants, and to help distribute commercial wealth among and between the merchants and consumers. We intend to generate revenue by licensing “white-label” versions of the Platform to third parties. However, to date, no such license agreement has been entered into, and we have not generated any revenues from the Platform. On April 2, 2020, we purchased intellectual property rights (“IP”) from United Power, a Nevada corporation under common ownership with Lei Pei, our sole officer and director and majority shareholder, for cash consideration of $179,300, based o The IP consists of technology and related The game allows players around the world to interact with each other online. Players travel (move) through different parts of a city, earning profit by investing in properties, charging rent, acquiring bonus assets, and selling their properties to other players for in-game currency. A player is able to progress to higher levels of “cities” at any time. The player’s goal in Megopoly is to earn Megopoly Coins by investing in properties and collecting rent from other players. Players can keep playing the game using their Megopoly Coins for the opportunity to earn more coins, or they can exchange those coins for Bitcoins based on real-time market exchange rates. Megopoly is playable at any time through a web browser on a PC, tablet or smart phone, in both Chinese and English. The game has been designed for players of all skill levels. We began generating revenues in the fourth quarter of our fiscal year ended May 31, 2020 from licensing Megopoly and related IP to Sandbx Corp., license agreement with Sandbx Corp., we received a $50,000 initial setup fee, and a monthly royalty payment in the amount of 10% of net revenues from the sale of in-game assets by the licensee, or $5,000, whichever was greater, resulting in total revenues under this license agreement of $83,454 and $4,166 during the years ended May 31, 2021 and 2020, respectively. The license agreement was terminated on May 16, 2021. The Company also entered into an agreement in January of 2021 with Sandbx Corp. to further develop the Megopoly game, whereby the Company has paid Sandbx Corp. monthly fees of $168,500, resulting in $842,500 of related party software development costs for the year ended May 31, 2021. Basis of Accounting The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Concentrations of Credit Risk The Company maintains cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $2,499,798 and $3,768,042 in excess of FDIC insured limits at May 31, 2021 and 2020, respectively. The Company has not experienced any losses in such accounts. Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Software Development Costs The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers. Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Convertible Instruments The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy. We derive revenue principally from licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of our game. Our product and service offerings include, but are not limited to, licensing to third parties (“software license”) to distribute and host our games and content (“Online-Hosted Service Games”). We evaluate and recognize revenue by: · identifying the contract(s) with the customer; · identifying the performance obligations in the contract; · determining the transaction price; · allocating the transaction price to performance obligations in the contract; and · recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”). Online-Hosted Service Games. Licensing Revenue We utilize third-party licensees to distribute and host our games and content in accordance with license agreements, for which the licensees typically pay us a fixed minimum guarantee and/or sales-based royalties. These arrangements typically include multiple performance obligations, such as a time-based license of software and future update rights. We recognize as revenue a portion of the minimum guarantee when we transfer control of the license of software (generally upon commercial launch) and the remaining portion ratably over the contractual term in which we provide the licensee with future update rights. Any sales-based royalties are generally recognized as the related sales occur by the licensee. Significant Judgments around Revenue Arrangements Identifying performance obligations. Determining the transaction price. Allocating the transaction price. Determining the Estimated Offering Period. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options and Derivatives and Hedging–Contracts in Entity’s Own Equity : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 2 – RELATED PARTY TRANSACTIONS Accounts Payable, Related Party The Company owed United Power, Inc. (“United Power”) As disclosed in Note 6, below, prior to September 1, 2020, the Company subleased office space from United 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. The building is owned by Future Property Limited, who is not a related party. Revenues, Related Party We began generating revenues in the fourth quarter of our fiscal year ended May 31, 2020 from licensing Megopoly and related IP to Sandbx., license agreement with Sandbx, we received a $50,000 initial setup fee, and a monthly royalty of 10% of net revenues from the sale of in-game assets by the licensee, or $5,000, whichever was greater, resulting in total revenues of $83,454 and $4,166 under this license agreement during the years ended May 31, 2021 and 2020, respectively. This license agreement was terminated on May 16, 2021. Research and Development, Related Party On January 4, 2021, the Company entered into a Statement of Work with Sandbx Corp., a related party, pursuant to which Sandbx has been engaged to provide software development and related services to further develop and improve Megopoly, the Company’s online MMO Game, at a rate of $50 per hour of service. The Company paid Sandbox $842,500 for services provided under this Statement of Work during the year ended May 31, 2021. See also Notes 4, 5 and 6, below, for additional related party transactions. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
May 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of May 31, 2021 and 2020, respectively: Fair Value Measurements at May 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 2,999,798 $ — $ — Total assets 2,999,798 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 $ 2,999,798 $ — $ (10,500,000 ) Fair Value Measurements at May 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 4,017,107 $ — $ — Total assets 4,017,107 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 $ 4,017,107 $ — $ (10,500,000 ) The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 and 3 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended May 31, 2021 and 2020. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS On April 2, 2020, the Company purchased intellectual property rights (“IP”) from United Power, a Nevada corporation under common ownership with Lei Pei, the Company’s sole officer and director and majority shareholder, for cash consideration of $179,300, based o The IP consists of technology and related |
CONVERTIBLE NOTES PAYABLE, RELA
CONVERTIBLE NOTES PAYABLE, RELATED PARTY | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE, RELATED PARTY | NOTE 5 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY Convertible notes payable, related party consists of the following at May 31, 2021 and 2020, respectively: May 31, May 31, 2021 2020 On February 26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned and controlled by Mr. Pei, agreed to loan up to $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 28, 2024 (as extended), 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 $4,000,000 of principal of this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2021, there is $532,960 of accrued interest due on this loan. $ 2,500,000 $ 2,500,000 On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2024 (as extended), 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, 2021, there is $1,411,507 of accrued interest on this loan. 8,000,000 8,000,000 Total convertible notes payable, related party 10,500,000 10,500,000 Less: current portion — — Convertible notes payable, related party, less current portion $ 10,500,000 $ 10,500,000 If Sky Rover converts the remaining $10,500,000 of principal on the Convertible Notes at the present conversion price of $0.08 per share into 131,250,000 shares, then those shares, plus the 101,353,450 shares Mr. Pei currently owns, would give him beneficial ownership of 232,603,450 shares of the Company’s 238,733,450 then-issued and outstanding shares (assuming that no other shares are issued prior to conversion), which would approximate 97.4% of the then-outstanding shares. The Company recognized interest expense for the years ended May 31, 2021 and 2020, respectively, as follows: May 31, May 31, 2021 2020 Interest on due to related parties $ — $ 13,117 Interest on convertible notes, related party 525,000 526,439 Total interest expense $ 525,000 $ 539,556 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY | NOTE 6 – COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY On March 1, 2018, the Company began occupying its current corporate headquarters at 2960 West Sahara Avenue, Las Vegas, NV 89102, under a five-year sublease with United Power, an affiliate of the Company by reason of common ownership with Lei Pei. The sublease provided for base monthly rent of $15,000, plus increases of up to 3% each year based on increases, if any, of the Consumer Price Index. The building is owned by Future Property Limited, who is not a related party. Future Property Limited entered into a lease with United Power, and the Company then sublet the space from United Power. The Company is occupying the space for executive and administrative offices. Rent expense for each of the years ended was $180,000. The components of lease expense were as follows: For the Year Ended May 31, 2021 Operating lease cost: Amortization of assets $ 149,979 Interest on lease liabilities 30,021 Total operating lease cost $ 180,000 Supplemental balance sheet information related to leases was as follows: May 31, 2021 Operating lease: Operating lease assets $ 293,035 Current portion of operating lease obligation $ 162,427 Noncurrent operating lease obligation 130,608 Total operating lease obligation $ 293,035 Weighted average remaining lease term: Operating leases 1.75 years Weighted average discount rate: Operating lease 8.00 % Supplemental cash flow and other information related to operating leases was as follows: For the Year Ended May 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 180,000 Future minimum annual lease payments required under the operating lease and the present value of the net minimum lease payments are as follows at May 31, 2021 : For the Fiscal Year Minimum Lease Ended May 31: Commitments 2022 $ 180,000 2023 135,000 Total payments $ 315,000 Amount representing interest $ (21,965 ) Lease obligation, net 293,035 Less current portion (162,427 ) Lease obligation – long term $ 130,608 Rent expense was $180,000 and $180,000 for the years ended May 31, 2021 and 2020, respectively. |
CHANGES IN STOCKHOLDERS' EQUITY
CHANGES IN STOCKHOLDERS' EQUITY | 12 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
CHANGES IN STOCKHOLDERS' EQUITY | NOTE 7 – CHANGES IN STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized “blank check” preferred stock of 50,000,000 shares, par value $0.001 per share. The voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of each series of 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 designated or issued as of the date of this Report. Common Stock The Company has 500,000,000 authorized shares of $0.001 par value Common Stock, and had 107,483,450 shares issued and outstanding as of May 31, 2021. |
INCOME TAX
INCOME TAX | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8 - INCOME TAX The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended May 31, 2021 and 2020, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At May 31, 2021, the Company had approximately $6,802,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2034. The effective income tax rate for the years ended May 31, 2021 and 2020 consisted of the following: May 31, 2021 2020 Federal statutory income tax rate 21 % 21 % State income taxes -% -% Change in valuation allowance (21 %) (21 %) Net effective income tax rate — — The components of the Company’s deferred tax asset are as follows: May 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 1,428,420 $ 1,223,460 Net deferred tax assets before valuation allowance $ 1,428,420 $ 1,223,460 Less: Valuation allowance (1,428,420 ) (1,223,460 ) Net deferred tax assets $ — $ — Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at May 31, 2021 and 2020, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In accordance with 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. |
NATURE OF BUSINESS AND SIGNIF_2
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 under current regulations. The Company had approximately $2,499,798 and $3,768,042 in excess of FDIC insured limits at May 31, 2021 and 2020, respectively. The Company has not experienced any losses in such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Software Development costs | Software Development Costs The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. |
Convertible Instruments | Convertible Instruments The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the licensing of our software by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. All revenues to date have been recognized from licensing Megopoly and related IP to Sandbx Corp., a separate company owned by the Chief Operating Officer of United Power and FL Galaxy, related parties of the Company, as our Chief Executive Officer, Lei Pei, is also the Chief Executive Officer of United Power and FL Galaxy. We derive revenue principally from licensing our intellectual property, including our game, and related extra content and services that can be utilized by players of our game. Our product and service offerings include, but are not limited to, licensing to third parties (“software license”) to distribute and host our games and content (“Online-Hosted Service Games”). We evaluate and recognize revenue by: · identifying the contract(s) with the customer; · identifying the performance obligations in the contract; · determining the transaction price; · allocating the transaction price to performance obligations in the contract; and · recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”). Online-Hosted Service Games. Licensing Revenue We utilize third-party licensees to distribute and host our games and content in accordance with license agreements, for which the licensees typically pay us a fixed minimum guarantee and/or sales-based royalties. These arrangements typically include multiple performance obligations, such as a time-based license of software and future update rights. We recognize as revenue a portion of the minimum guarantee when we transfer control of the license of software (generally upon commercial launch) and the remaining portion ratably over the contractual term in which we provide the licensee with future update rights. Any sales-based royalties are generally recognized as the related sales occur by the licensee. Significant Judgments around Revenue Arrangements Identifying performance obligations. Determining the transaction price. Allocating the transaction price. Determining the Estimated Offering Period. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. |
Uncertain Tax Positions | Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities may periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options and Derivatives and Hedging–Contracts in Entity’s Own Equity : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
May 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Valuation of Financial Instruments | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of May 31, 2021 and 2020, respectively: Fair Value Measurements at May 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 2,999,798 $ — $ — Total assets 2,999,798 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 $ 2,999,798 $ — $ (10,500,000 ) Fair Value Measurements at May 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 4,017,107 $ — $ — Total assets 4,017,107 — — Liabilities Convertible notes payable, related party — — 10,500,000 Total liabilities — — 10,500,000 $ 4,017,107 $ — $ (10,500,000 ) |
CONVERTIBLE NOTES PAYABLE, RE_2
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Tables) | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable, Related Party | Convertible notes payable, related party consists of the following at May 31, 2021 and 2020, respectively: May 31, May 31, 2021 2020 On February 26, 2017, Sky Rover Holdings, Ltd (“Sky Rover), which is owned and controlled by Mr. Pei, agreed to loan up to $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 28, 2024 (as extended), 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 $4,000,000 of principal of this loan. In addition, Sky Rover converted $1,500,000 of principal of this loan into common shares at the conversion price of $0.08 per share into a total of 18,750,000 shares. Sky Rover waived accrued and unpaid interest of $363,904, which was credited to additional paid in capital. As of May 31, 2021, there is $532,960 of accrued interest due on this loan. $ 2,500,000 $ 2,500,000 On November 20, 2017, Sky Rover loaned an additional $8,000,000 to the Company. Sky Rover was issued an unsecured, 5%, convertible promissory note which is due on November 20, 2024 (as extended), 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, 2021, there is $1,411,507 of accrued interest on this loan. 8,000,000 8,000,000 Total convertible notes payable, related party 10,500,000 10,500,000 Less: current portion — — Convertible notes payable, related party, less current portion $ 10,500,000 $ 10,500,000 |
Interest expense | The Company recognized interest expense for the years ended May 31, 2021 and 2020, respectively, as follows: May 31, May 31, 2021 2020 Interest on due to related parties $ — $ 13,117 Interest on convertible notes, related party 525,000 526,439 Total interest expense $ 525,000 $ 539,556 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY (Tables) | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease expense | The components of lease expense were as follows: For the Year Ended May 31, 2021 Operating lease cost: Amortization of assets $ 149,979 Interest on lease liabilities 30,021 Total operating lease cost $ 180,000 |
Supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows: May 31, 2021 Operating lease: Operating lease assets $ 293,035 Current portion of operating lease obligation $ 162,427 Noncurrent operating lease obligation 130,608 Total operating lease obligation $ 293,035 Weighted average remaining lease term: Operating leases 1.75 years Weighted average discount rate: Operating lease 8.00 % |
Supplemental cash flow and other information related to operating leases | Supplemental cash flow and other information related to operating leases was as follows: For the Year Ended May 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 180,000 |
Future minimum annual lease payments | Future minimum annual lease payments required under the operating lease and the present value of the net minimum lease payments are as follows at May 31, 2021 : For the Fiscal Year Minimum Lease Ended May 31: Commitments 2022 $ 180,000 2023 135,000 Total payments $ 315,000 Amount representing interest $ (21,965 ) Lease obligation, net 293,035 Less current portion (162,427 ) Lease obligation – long term $ 130,608 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate | The effective income tax rate for the years ended May 31, 2021 and 2020 consisted of the following: May 31, 2021 2020 Federal statutory income tax rate 21 % 21 % State income taxes -% -% Change in valuation allowance (21 %) (21 %) Net effective income tax rate — — |
Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: May 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 1,428,420 $ 1,223,460 Net deferred tax assets before valuation allowance $ 1,428,420 $ 1,223,460 Less: Valuation allowance (1,428,420 ) (1,223,460 ) Net deferred tax assets $ — $ — |
NATURE OF BUSINESS AND SIGNIF_3
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Apr. 02, 2020 | Apr. 30, 2015 | May 31, 2021 | May 31, 2020 | 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 | 107,483,450 | 8,130,000 | ||
Common stock, shares outstanding | 107,483,450 | 107,483,450 | 8,130,000 | ||
Proceeds from issuance of common stock | $ 340,000 | ||||
Cash consideration for intellectual property | $ 179,300 | ||||
Initial setup fee from license agreement with related party | $ 50,000 | ||||
Monthly royalty from license agreement | 5,000 | ||||
Revenues, related party | $ 83,454 | 4,166 | |||
Monthly fees | 168,500 | ||||
Software development, related party | 842,500 | ||||
Excess of FDIC insured limits | $ 2,499,798 | $ 3,768,042 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended | ||
May 31, 2021USD ($) | May 31, 2020USD ($) | Jan. 04, 2021 | |
Related Party Transactions [Abstract] | |||
Monthly rent | $ 15,000 | $ 15,000 | |
Accounts payable, related party | 15,006 | ||
Initial setup fee from license agreement with related party | 50,000 | ||
Monthly royalty from license agreement | 5,000 | ||
Revenues, related party | 83,454 | $ 4,166 | |
Hourly rate for software development | 50 | ||
Fee paid for services | $ 842,500 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Level 1 [Member] | ||
Cash | $ 2,999,798 | $ 4,017,107 |
Total assets | 2,999,798 | 4,017,107 |
Convertible notes payable, related party | ||
Total liabilities | ||
Total | 2,999,798 | 4,017,107 |
Level 2 [Member] | ||
Cash | ||
Total assets | ||
Convertible notes payable, related party | ||
Total liabilities | ||
Total | ||
Level 3 [Member] | ||
Cash | ||
Total assets | ||
Convertible notes payable, related party | 10,500,000 | 10,500,000 |
Total liabilities | 10,500,000 | 10,500,000 |
Total | $ (10,500,000) | $ (10,500,000) |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Purchase of software, related party | $ 179,300 |
CONVERTIBLE NOTES PAYABLE, RE_3
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Convertible Notes Payable, Related Party) (Details) - USD ($) | Jun. 26, 2018 | Nov. 20, 2017 | Feb. 28, 2017 | May 31, 2021 | May 31, 2020 | Feb. 26, 2017 |
Related Party Transaction [Line Items] | ||||||
Convertible Notes Payable - Related Party | $ 10,500,000 | $ 10,500,000 | ||||
Accrued interest | 1,944,467 | 1,419,467 | ||||
Current maturities of convertible notes payable, related party | ||||||
Convertible notes payable, related party | $ 10,500,000 | 10,500,000 | ||||
CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion price | $ 0.08 | |||||
Sky Rover Holdings, Ltd. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible Notes Payable - Related Party | $ 2,500,000 | 2,500,000 | ||||
Accrued interest | 532,960 | |||||
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] | ||||||
Stock issued for conversion of debt | $ 1,500,000 | |||||
Repayment of related party loan | $ 4,000,000 | |||||
Sky Rover Holdings, Ltd. [Member] | CEO [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loan commitment | $ 20,000,000 | |||||
Sky Rover Holdings, Ltd. [Member] | CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from a related party | $ 8,000,000 | |||||
Convertible Notes Payable - Related Party | 8,000,000 | $ 8,000,000 | ||||
Interest rate | 5.00% | |||||
Maturity date | Nov. 20, 2024 | |||||
Conversion price | $ 0.08 | |||||
Accrued interest | $ 1,411,507 | |||||
Sky Rover Holdings, Ltd. [Member] | CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from a related party | $ 8,000,000 | |||||
Interest rate | 5.00% | |||||
Maturity date | Feb. 28, 2024 | |||||
Conversion price | $ 0.08 |
CONVERTIBLE NOTES PAYABLE, RE_4
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Interest expense) (Details) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest on due to related parties | $ 13,117 | |
Interest on convertible notes, related party | 525,000 | 526,439 |
Interest expense | $ 525,000 | $ 539,556 |
CONVERTIBLE NOTES PAYABLE, RE_5
CONVERTIBLE NOTES PAYABLE, RELATED PARTY (Details Narrative) - CEO [Member] | 12 Months Ended |
May 31, 2021USD ($)$ / sharesshares | |
Related Party Transaction [Line Items] | |
Principal converted into shares | $ | $ 10,500,000 |
Conversion price | $ / shares | $ 0.08 |
Shares of restricted stock issued if convertible debt is converted | 131,250,000 |
Current number of shares owned | 101,353,450 |
Number of shares owned if debt converted | 232,603,450 |
Number of shares outstanding if debt converted | 238,733,450 |
Percentage of shares owned if debt converted | 97.40% |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY (Components of lease expense) (Details) | 12 Months Ended |
May 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Amortization of assets | $ 149,979 |
Interest on lease liabilities | 30,021 |
Total operating lease cost | $ 180,000 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY (Supplemental balance sheet information) (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease assets | $ 293,035 | $ 443,014 |
Current portion of operating lease obligation | 162,427 | 149,979 |
Noncurrent operating lease obligation | 130,608 | $ 293,035 |
Total operating lease obligation | $ 293,035 | |
Weighted average remaining lease term | 1 year 9 months | |
Weighted average discount rate | 8.00% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY (Supplemental cash flow) (Details) | 12 Months Ended |
May 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid under operating lease | $ 180,000 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY (Future minimum annual lease payments) (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 180,000 | |
2023 | 135,000 | |
Total | 315,000 | |
Amount representing interest | (21,965) | |
Lease obligation, net | 293,035 | |
Less current portion | (162,427) | $ (149,979) |
Lease obligation - long term | $ 130,608 | $ 293,035 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES - LEASE, RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Monthly base rent | $ 15,000 | $ 15,000 |
Maximum possible rent increase per year, percentage | 3.00% | |
Rent expense | $ 180,000 | $ 180,000 |
CHANGES IN STOCKHOLDERS' EQUI_2
CHANGES IN STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | May 31, 2021 | May 31, 2020 | Apr. 26, 2015 |
Equity [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 | 107,483,450 | 8,130,000 |
Common stock, shares outstanding | 107,483,450 | 107,483,450 | 8,130,000 |
INCOME TAX (Effective Tax Rate)
INCOME TAX (Effective Tax Rate) (Details) | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes | 0.00% | 0.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
Net effective income tax rate | 0.00% | 0.00% |
INCOME TAX (Deferred Tax Asset)
INCOME TAX (Deferred Tax Asset) (Details) - USD ($) | May 31, 2021 | May 31, 2020 |
Deferred tax asset: | ||
Net operating loss carry forwards | $ 1,428,420 | $ 1,223,460 |
Net deferred tax assets before valuation allowance | 1,428,420 | 1,223,460 |
Less: Valuation allowance | (1,428,420) | (1,223,460) |
Net deferred tax asset |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 12 Months Ended |
May 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 6,802,000 |
Expiration date | Dec. 31, 2034 |