Cover
Cover - USD ($) | 6 Months Ended | ||
Nov. 30, 2023 | Dec. 29, 2023 | Nov. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-KT | ||
Amendment Flag | false | ||
Document Annual Report | false | ||
Document Transition Report | true | ||
Document Period Start Date | Jun. 01, 2023 | ||
Document Period End Date | Nov. 30, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --11-30 | ||
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] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | true | ||
Auditor Name | JP Centurion & Partners PLT | ||
Auditor Firm ID | 6723 | ||
Auditor Location | Malaysia |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Nov. 30, 2023 | May 31, 2023 |
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 | |
Total current liabilities | 566,969 | |
Borrowings | 46,380 | |
Total liabilities | 0 | 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 November 30, 2023 and May 31, 2023 | 33,115 | 33,115 |
Additional paid-in capital | 682,026 | 29,307 |
Accumulated deficit | (729,366) | (679,996) |
Accumulated other comprehensive income | 4,225 | 4,225 |
Total Stockholders’ deficit | (613,349) | |
Total liabilities and deficit | ||
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | $ 10,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2023 | May 31, 2023 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Outstanding | 33,115,000 | 33,115,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Shares Outstanding | 10,000,000 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2023 | May 31, 2023 | |
Operating expenses: | ||
General and administrative | $ 18,632 | $ 7,511 |
Compensation expense-related party | 475,718 | |
Total operating expenses | 494,350 | 7,511 |
Income (loss) from operations | (494,350) | (7,511) |
Other income (expense) | ||
Interest (expense) | (46,451) | |
Gain from extinguishment of debt | 444,980 | |
Total other income (expense) | 444,980 | (46,451) |
Income (loss) before income taxes | (49,370) | (53,962) |
Provision for income taxes (benefit) | ||
Net loss | $ (49,370) | $ (53,962) |
Basic loss per common share | $ 0 | $ 0 |
Diluted loss per common share | $ 0 | $ 0 |
Weighted -weighted average number of shares outstanding: | ||
Basic | 33,115,000 | 33,115,000 |
Diluted | 33,115,000 | 33,115,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock Series A [Member] | 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 | |||||
Extinguishment of debt to former related parties | 162,719 | 162,719 | ||||
Issuance of preferred shares for services and extinguishment of debt -related party | $ 10,000 | 490,000 | 500,000 | |||
Issuance of preferred shares for services and extingusihment of debt -related party, shares | 10,000,000 | |||||
Net (loss) | 49,370 | 49,370 | ||||
Ending balance, value at Nov. 30, 2023 | $ 10,000 | $ 33,115 | $ 682,026 | $ 4,225 | $ (729,366) | |
Ending balance, shares at Nov. 30, 2023 | 10,000,000 | 33,115,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2023 | May 31, 2023 | |
Cash flows from operations: | ||
Net (loss) | $ (49,370) | $ (53,962) |
Gain from extinguishment of debt | (444,980) | |
Stock based compensation | 475,718 | |
Accounts payable | 1,861 | |
Accrued liabilities | 46,451 | |
Net cash (used in) operating activities | (18,632) | (5,650) |
Cash flows from financing activities: | ||
Related party loans | 18,632 | 5,650 |
Net cash provided by financing activities | 18,632 | 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 | 6 Months Ended |
Nov. 30, 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 % of the issued and outstanding capital shares of V Beverages, a company organized under the laws of the United Kingdom (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding capital shares of V Beverages (the “Target Shares”). Upon the closing of the transaction under the Share Exchange Agreement, the Owner transferred the Target Shares to the Company in exchange for 15,750,000 shares of the Company’s common stock, par value $0.001. The board members of the Company were replaced with those of V Beverages at the date of the transaction. 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, 33, 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 November 15, 2023 the Court in Nevada issued an “Order Barring Unasserted Claims” which relieved the Company of all liabilities on its balance sheet except for expenses incurred by the Custodian. As a result the Company recorded a gain from the extinguishment of debt of $ 444,980 on its Statements of Operations for the fiscal year ended November, 2023, as well as $ 162,719 in the extinguishment of debt to a former related party that was recorded as an equity transaction on the Company’s Statement of Changes in Stockholders’ Equity for the fiscal year ended November 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Nov. 30, 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”). Change of Fiscal Year End On December 18, 2023, the Company’s court appointed Custodian, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year End from May 31 to November 30. As a result of this change, we are filing this Transition Report on Form 10-K for the six-month transition period from June 1, 2023 to November 30, 2020. References to any of our previous fiscal years mean the fiscal years ending on May 31. Going Concern As of November 30, 2023 the Company had $- 0 - in cash and cash equivalents. The Company had an accumulated deficit of $ 729,366 on November 30, 2023. Historically, the Company’s principal sources of liquidity have been cash provided by operating activities, as well as financial support from related parties. The Company currently is custodianship and expects its Custodian, who has a demonstrated track record of funding custodianships he has undertaken, to provide financing for the next twelve months. The Company’s operating results for future periods are subject to numerous uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 the determination of the value of stock based compensation for a thinly traded company, the valuation of a shell company, and for 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 November 30, 2023 the Company had no cash on hand. 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 November 30, 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 AND RELATED PARTY DEBT
DEBT AND RELATED PARTY DEBT | 6 Months Ended |
Nov. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND RELATED PARTY DEBT | NOTE 3 – DEBT AND RELATED PARTY DEBT On November 15, 2023 the Court in Nevada issued an “Order Barring Unasserted Claims” which relieved the Company of all liabilities on its balance sheet except for expenses incurred by the Custodian. As a result the Company recorded a gain from the extinguishment of debt of $ 444,980 on its Statements of Operations for the fiscal year ended November, 2023, as well as $ 162,719 in the extinguishment of debt to a former related party that was recorded as an equity transaction on the Company’s Statement of Changes in Stockholders’ Equity for the fiscal year ended November 30, 2023. On October 20, 2023, Custodian agreed to accept 10,000,000 shares of newly designated Series A Preferred Shares in return for services performed and to cancel $ 24,282 in related party debt payable to him. As of November 30, 2023 the Company had no debt or liabilities. See Note 4 - Capital Stock |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Nov. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK Common stock As of November 30, 2023, the Company had 75,000,000 common shares with a par value $ 0.001 authorized with 33,115,000 shares issued and outstanding. Series A Preferred Stock On October 17, 2023 the Company’s Board of Directors (the “Board”) authorized the creation of( 10,000,000 ) shares of preferred stock, par value $ 0.001 per share, a separate class to be designated as Series A Preferred Stock consisting of ten million ( 10,000,000 ) shares, which series shall have the powers, designations, preferences and relative participation, optional and other special rights, limitations and restrictions in accordance with the Certificate of Designation. The key terms of the Series A Preferred stock as outlined in the Certificate of Designation are as follows: Dividend Provisions . Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A Preferred Stock had been converted into Common Stock. Liquidation Preference . In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock, or any other series or class of common stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, by reason of their ownership thereof, and senior, prior, and in preference to any other series or class of preferred stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original issue price shall be $ 0.001 per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed first to the Series A Preferred Stock, and then ratably among the holders of the each other series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Redemption . The Series A Preferred Stock shares are non-redeemable other than upon the mutual agreement of the Corporation and the holder of shares to be redeemed, and even in such case only to the extent permitted by the Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law. Conversion . The holders of the Series A Preferred Stock, shall have conversion rights as follows (the “ Conversion Rights Right to Convert . Each of the holder(s) of issued and outstanding shares of Series A Preferred Stock shall be entitled to convert the Series A Preferred Stock, at the option of the holder(s) thereof, at any time after the date of issuance of such shares, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock that are equal to ninety-five percent ( 95 %), post conversion, of the total number of issued and outstanding shares of Common Stock of the Corporation, as if all i) Series A Preferred Stock, ii) other issued and outstanding classes or series of common or preferred stock of the Corporation convertible into Common Stock of the Corporation, and iii) outstanding warrants, notes, indentures and/or other instruments, obligations or securities convertible into Common Stock of the Corporation are converted (the “Conversion Shares”), with the shares of Series A Preferred Stock so converted by a holder to be converted into the number of common shares equal to the Conversion Shares multiplied by the quotient of the number of the shares of Series A Preferred Stock converted by the holder divided by the number of all Series A Preferred Stock issued and outstanding. Automatic Conversion . All shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the at the ratio defined in the “Right to Convert” On October 20, 2023 the Company issued these 10,000,000 Series A Preferred Shares to the Custodian for services performed and for the cancellation of $ 24,282 . These fair market value of these shares was determined to be $ 500,000 by estimating the value of comparable inactive fully reporting shell companies. As a result, $ 24,282 of the value of these shares was applied against the Company’s loan balance due to the Custodian and the remaining value of $ 475,718 was recorded as non-cash compensation expense on the company’s Statements of Operations for the period ended November 30, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Nov. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS On December 18, 2023, the Company’s court appointed Custodian, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year End from May 31 to November 30. As a result of this change, the Company is filing this Transition Report on Form 10-K for the six-month transition period from June 1, 2023 to November 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Nov. 30, 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”). |
Change of Fiscal Year End | Change of Fiscal Year End On December 18, 2023, the Company’s court appointed Custodian, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year End from May 31 to November 30. As a result of this change, we are filing this Transition Report on Form 10-K for the six-month transition period from June 1, 2023 to November 30, 2020. References to any of our previous fiscal years mean the fiscal years ending on May 31. |
Going Concern | Going Concern As of November 30, 2023 the Company had $- 0 - in cash and cash equivalents. The Company had an accumulated deficit of $ 729,366 on November 30, 2023. Historically, the Company’s principal sources of liquidity have been cash provided by operating activities, as well as financial support from related parties. The Company currently is custodianship and expects its Custodian, who has a demonstrated track record of funding custodianships he has undertaken, to provide financing for the next twelve months. The Company’s operating results for future periods are subject to numerous uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
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 the determination of the value of stock based compensation for a thinly traded company, the valuation of a shell company, and for 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 November 30, 2023 the Company had no cash on hand. |
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 November 30, 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. |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Nov. 30, 2023 | May 31, 2023 | |
Debt Conversion, Converted Instrument, Shares Issued | 15,750,000 | ||
Gain (Loss) on Extinguishment of Debt | $ 444,980 | ||
[custom:ExtinguishmentOfDebtToFormerRelatedParties] | $ 162,719 | ||
Andrew Eddy [Member] | |||
Subsidiary, Ownership Percentage, Parent | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Nov. 30, 2023 | May 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 0 | |
Retained Earnings (Accumulated Deficit) | 729,366 | $ 679,996 |
Cash Equivalents, at Carrying Value | $ 0 |
DEBT AND RELATED PARTY DEBT (De
DEBT AND RELATED PARTY DEBT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Oct. 20, 2023 | Nov. 30, 2023 | May 31, 2023 | Oct. 17, 2023 | |
Gain (Loss) on Extinguishment of Debt | $ 444,980 | |||
[custom:ExtinguishmentOfDebtToFormerRelatedParties] | 162,719 | |||
Preferred Stock, Shares Authorized | 10,000,000 | |||
Repayments of Related Party Debt | $ 24,282 | |||
Liabilities | $ 0 | $ 613,349 | ||
Series A Preferred Stock [Member] | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Oct. 20, 2023 | Nov. 30, 2023 | May 31, 2023 | Oct. 17, 2023 | |
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Outstanding | 33,115,000 | 33,115,000 | ||
Preferred Stock, Shares Authorized | 10,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
[custom:ConversionOfSharesPercentage] | 95% | |||
[custom:FairMarketValue-0] | $ 500,000 | |||
[custom:DueToCustodian-0] | $ 24,282 | |||
Other Noncash Expense | $ 475,718 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Shares Issued | 10,000,000 | |||
Shares Granted, Value, Share-Based Payment Arrangement, Forfeited | $ 24,282 |