Cover
Cover - USD ($) | 12 Months Ended | ||
May 31, 2023 | Sep. 15, 2023 | Nov. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | May 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --05-31 | ||
Entity File Number | 333-207163 | ||
Entity Registrant Name | MOMENTOUS HOLDINGS CORPORATION | ||
Entity Central Index Key | 0001653876 | ||
Entity Tax Identification Number | 32-0471741 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 300 Mamaroneck Ave | ||
Entity Address, Address Line Two | Apt. 201 | ||
Entity Address, City or Town | White Plains | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10605 | ||
City Area Code | (646) | ||
Local Phone Number | 768-8417 | ||
Title of 12(b) Security | Common Stock: $0.001 par value | ||
Trading Symbol | MMNT | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 33,115,000 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | JP Centurion & Partners PLT | ||
Auditor Firm ID | 6723 | ||
Auditor Location | Kuala Lumpur, Malaysia |
BALANCE SHEETS
BALANCE SHEETS | May 31, 2023 USD ($) |
Current assets: | |
Total assets | |
Current liabilities: | |
Accounts payable | 40,513 |
Due to former related parties | 162,719 |
Convertible note, net | 44,651 |
Derivative liability | 94,640 |
Short term borrowings | 236 |
Notes payable related parties | 5,650 |
Other accrued expenses and liabilities | 218,560 |
Borrowings | 46,380 |
Total liabilities | 613,349 |
Commitments and contingencies | |
Stockholders’ Deficit: | |
Common stock, $0.001 par value, 75,000,000 shares authorized; 33,115,000 shares issued and outstanding as of May 31, 2023 | 33,115 |
Additional paid-in capital | 29,307 |
Accumulated deficit | (679,996) |
Accumulated other comprehensive income | 4,225 |
Total Stockholders’ deficit | (613,349) |
Total liabilities and deficit |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) | May 31, 2023 $ / shares shares |
Statement of Financial Position [Abstract] | |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares authorized | 75,000,000 |
Common stock, shares issued | 33,115,000 |
Common stock, shares outstanding | 33,115,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 12 Months Ended |
May 31, 2023 USD ($) $ / shares shares | |
Operating expenses: | |
General and administrative | $ 7,511 |
Total operating expenses | 7,511 |
Income (loss) from operations | (7,511) |
Other income (expense) | |
Interest (expense) | (46,451) |
Total other income (expense) | (46,451) |
Income (loss) before income taxes | (53,962) |
Provision for income taxes (benefit) | |
Net loss | $ (53,962) |
Basic earnings (loss) per common share | $ / shares | $ 0 |
Diluted earnings (loss) per common share | $ / shares | $ 0 |
Weighted -weighted average number of shares outstanding: | |
Basic | shares | 33,115,000 |
Diluted | shares | 33,115,000 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 12 months ended May 31, 2023 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at May. 31, 2022 | $ 33,115 | $ 29,307 | $ 4,225 | $ (626,034) | $ (559,387) |
Beginning balance, shares at May. 31, 2022 | 33,115,000 | ||||
Net (loss) | (53,962) | (53,962) | |||
Ending balance, value at May. 31, 2023 | $ 33,115 | $ 29,307 | $ 4,225 | $ (679,996) | $ (613,349) |
Ending balance, shares at May. 31, 2023 | 33,115,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS | 12 Months Ended |
May 31, 2023 USD ($) | |
Cash flows from operating activities of continuing operations: | |
Net income (loss) | $ (53,962) |
Accounts payable | 1,861 |
Accrued liabilities | 46,451 |
Net cash used in operating activities | (5,650) |
Cash flows from financing activities: | |
Related party loans | 5,650 |
Net cash provided by financing activities | 5,650 |
Net increase in cash and cash equivalents | |
Cash and cash equivalents at beginning of period | |
Cash and cash equivalents at end of period |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS We were incorporated as Momentous Holdings Corp., “the Company”, on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers. On August 1, 2018, V Beverages Limited. (“V Beverages”), acquired MaxChater Ltd. (“MaxChater”), for £1. MaxChater is the operating entity in the transaction and is therefore viewed as the predecessor entity for financial reporting purposes, and V Beverages is viewed as the successor entity. The acquisition of MaxChater by V Beverages was accounted for using the acquisition method of accounting, and the excess of the consideration paid over the net liabilities acquired, representing goodwill on acquisition, was fully impaired at the date of the transaction. On December 31, 2018, the Company entered into a Share Exchange Agreement with Andrew Eddy (“Owner”), an individual residing in Great Britain and owner of 100 15,750,000 The transaction has been accounted for as a reverse merger and recapitalization, whereby V Beverages is considered to be the accounting acquirer and became a wholly-owned subsidiary of the Company. V Beverages is considered to be the accounting acquirer following the replacement of the Momentous Holdings Corp. board and management by V Beverages management and board member. Following the reverse merger we ceased operations of our app, the original business of the Company. We filed our Form 10-K for the period ended May 31, 2020 on February 26, 2021 and have been dormant since that time. On July 6, 2023 as a result of a custodianship in Clark County, Nevada, Case Number: A-23-871246-B, Custodian Ventures LLC (“Custodian”), managed by David Lazar was appointed custodian of the Company. On the same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors. David Lazar, 31, has been CEO and Chairman of the Company since July 6, 2023. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. Currently, David is Chairman and CEO of Titan Pharmaceuticals, Inc. (“TTNP”). David has a diverse knowledge of financial, legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”). Going Concern As of May 31, 2023 the Company had $- 0 53,962 613,349 679,996 Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements. The most significant estimates relate to debt and liabilities. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less cash equivalents. As of May 31, 2023 the Company had no Revenue Recognition Effective June 1, 2018, the Company adopted Accounting Standards Codification (“A.S.C.”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended May 31, 2023, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes.” “Accounting for Uncertainty in Income Taxes,” The amount recognized is measured as the largest benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Net Loss per Share The Company reports loss per share under A.S.C. Topic 260, “Earnings Per Share,” which establishes computing standards and presents earnings per share. The basic loss per share calculation divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period without considering common stock equivalents. The diluted loss per share calculation is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding for the period as determined using the treasury stock method. For the diluted net loss per share calculation purposes, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss. Stock-Based Compensation The Company accounts for stock compensation with persons classified as employees for accounting purposes under ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date. The expansion of Topic 718 fell under A.S.U. 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. The measurement date for equity-classified nonemployee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of nonemployee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new A.S.U. aligns the accounting for nonemployee share-based payment awards with performance conditions with accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term for the measurement of the nonemployee share-based payment awards. The new A.S.U. allows entities to make an award-by-award election to use either the expected duration (consistent with employee share-based payment awards) or the contractual term for nonemployee awards Recent Accounting Pronouncements Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the S.E.C., did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
DEBT
DEBT | 12 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 3 – DEBT The Company filed Form 10-K for the period ended May 31, 2020 on February 26, 2021 and has been dormant since that time. On July 6, 2023 the Company entered into custodianship in Clark County, Nevada, Case Number: A-23-871246-B. On July 25, 2023, the Custodian initiated a motion to require written proof of claims for liabilities incurred by the Company. The Company currently has no assets so it is likely that creditors will not receive any payment against their liability. However for accounting purposes the Company has recorded all liabilities outstanding as of May 31, 2023 and has accrued interest on these per the original terms. As of May 31, 2023, the Company had $ 613,349 Schedule of debt Accounts payable $ 40,513 Due to former related party 162,719 Convertible note, net 44,651 Derivative liability 94,640 Short term borrowings 236 Notes payable related parties 5,650 Other accrued expense and liabilities 218,560 Borrowings 46,380 Total liabilities $ 613,349 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK As of May 31, 2023, the Company had 75,000,000 0.001 33,115,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS On July 6, 2023 as a result of a custodianship in Clark County, Nevada, Case Number: A-23-871246-B, Custodian Ventures LLC (“Custodian”), managed by David Lazar was appointed custodian of the Company. On the same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors. David Lazar, 31, has been CEO and Chairman of the Company since July 6, 2023. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. Currently, David is Chairman and CEO of Titan Pharmaceuticals, Inc. (“TTNP”). David has a diverse knowledge of financial, legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations. On July 25, 2023, the Custodian initiated a motion to require written proof of claims for liabilities incurred by the Company. The Hearing was held on August 30, 2023. was advanced by the judge resulting in an Order Requiring Proofs of Claim which was entered and submitted for publication once a week for four weeks on August 29, 2023. The Company expects an affidavit of publication in early October. As of the date of this Report, the company’s legal counsel in Nevada has not received any claims so far. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”). |
Going Concern | Going Concern As of May 31, 2023 the Company had $- 0 53,962 613,349 679,996 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements. The most significant estimates relate to debt and liabilities. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less cash equivalents. As of May 31, 2023 the Company had no |
Revenue Recognition | Revenue Recognition Effective June 1, 2018, the Company adopted Accounting Standards Codification (“A.S.C.”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended May 31, 2023, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes.” “Accounting for Uncertainty in Income Taxes,” The amount recognized is measured as the largest benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Net Loss per Share | Net Loss per Share The Company reports loss per share under A.S.C. Topic 260, “Earnings Per Share,” which establishes computing standards and presents earnings per share. The basic loss per share calculation divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period without considering common stock equivalents. The diluted loss per share calculation is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding for the period as determined using the treasury stock method. For the diluted net loss per share calculation purposes, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock compensation with persons classified as employees for accounting purposes under ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date. The expansion of Topic 718 fell under A.S.U. 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. The measurement date for equity-classified nonemployee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of nonemployee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new A.S.U. aligns the accounting for nonemployee share-based payment awards with performance conditions with accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term for the measurement of the nonemployee share-based payment awards. The new A.S.U. allows entities to make an award-by-award election to use either the expected duration (consistent with employee share-based payment awards) or the contractual term for nonemployee awards |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the S.E.C., did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt Accounts payable $ 40,513 Due to former related party 162,719 Convertible note, net 44,651 Derivative liability 94,640 Short term borrowings 236 Notes payable related parties 5,650 Other accrued expense and liabilities 218,560 Borrowings 46,380 Total liabilities $ 613,349 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Dec. 31, 2018 shares |
Number of shares exchanged | 15,750,000 |
Andrew Eddy [Member] | |
Ownership interest, percentage | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
May 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | $ 0 |
Net loss | 53,962 |
Working capital | 613,349 |
Accumulated deficit | 679,996 |
Cash equivalents | $ 0 |
DEBT (Details)
DEBT (Details) | May 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Accounts payable | $ 40,513 |
Due to former related party | 162,719 |
Convertible note, net | 44,651 |
Derivative liability | 94,640 |
Short term borrowings | 236 |
Notes payable related parties | 5,650 |
Other accrued expense and liabilities | 218,560 |
Borrowings | 46,380 |
Total liabilities | $ 613,349 |
DEBT (Details Narrative)
DEBT (Details Narrative) | May 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Liabilities | $ 613,349 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) | May 31, 2023 $ / shares shares |
Equity [Abstract] | |
Common stock, shares authorized | 75,000,000 |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares issued | 33,115,000 |
Common stock, shares outstanding | 33,115,000 |