Momentous (MMNT) 10-K/A 21 Mar 24 2023 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	May 31, 2023	Mar. 21, 2024	Nov. 30, 2022
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Momentous Holdings Corporation (“Original Filing”) for the fiscal year ended May 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2023.   The Company’s Original Filing on September 15, 2023 contained a disclaimer opinion from the Company’s previous auditors, JP Centurion and Partners PLT (PCOAB : 6723). The Company on numerous occasions attempted unsuccessfully to contact JP Centurion to have them determine whether they could perform additional testing on the Company to enable the removal of the disclaimer opinion to be replaced with a clean going concern opinion. JP Centurion was completely unresponsive to the Company’s requests. As a result, the Company engaged Beckles and Co. Inc.(PCAOB :7116) to re-audit the May 31, 2023 financial statements for the Company as well initiating a new audit for the year ended 2022.   The following items have been amended and supplemented to reflect the issuance of a new audit opinion that now includes the periods ended May 31, 2023 and May 31, 2022:   Part II, Item 8. Financial Statements and Supplementary Data   Part II, Item 9A. Controls and Procedures   Part IV, Item 15. Financial Statement Schedules and Footnotes   In addition, the Company’s Principal Executive and Principal Financial Officer has provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1 and 32.1).
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	--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]	false
Auditor Name	Beckles & Co. Inc
Auditor Firm ID	7116
Auditor Location	West Palm Beach, FL

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	May 31, 2023	May 31, 2022
ASSETS
Current assets:
Total assets
Current liabilities:
Accounts payable	40,513	38,652
Due to former related parties	162,719	162,719
Convertible note, net	44,651	44,651
Derivative liability	94,640	94,640
Short term borrowings	236	236
Notes payable related parties	5,650
Other accrued expenses and liabilities	218,560	172,109
Total current liabilities	566,969	513,007
Borrowings	46,380	46,380
Total liabilities	613,349	559,387
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 and May 31, 2022	33,115	33,115
Additional paid-in capital	29,307	29,307
Accumulated deficit	(679,996)	(626,034)
Accumulated other comprehensive income	4,225	4,225
Total Stockholders’ deficit	(613,349)	(559,387)
Total liabilities and deficit

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2023	May 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	33,115,000	33,115,000
Common stock, shares outstanding	33,115,000	33,115,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	May 31, 2023	May 31, 2022
Operating expenses:
General and administrative	$ 7,511
Loss on the impairment of assets		91,798
Total operating expenses	7,511	91,798
Income (loss) from operations	(7,511)	(91,798)
Other income (expense)
Interest (expense)	(46,451)	(92,902)
Total other income (expense)	(46,451)	(92,902)
Income (loss) before income taxes	(53,962)	(184,700)
Provision for income taxes (benefit)
Net loss	$ (53,962)	$ (184,700)
Basic earnings (loss) per common share	$ 0	$ (0.01)
Diluted earnings (loss) per common share	$ 0	$ (0.01)
Weighted -weighted average number of shares outstanding:
Basic	33,115,000	33,115,000
Diluted	33,115,000	33,115,000

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at May. 31, 2021	$ 34,165	$ 28,257	$ 4,225	$ (441,334)	$ (374,687)
Beginning balance, shares at May. 31, 2021	34,165,000
Adjustment to common shares outstanding	$ (1,050)	1,050
Adjustment to common shares outstanding, shares	(1,050,000)
Net (loss)				(184,700)	(184,700)
Ending balance, value at May. 31, 2022	$ 33,115	29,307	4,225	(626,034)	(559,387)
Ending 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

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	May 31, 2023	May 31, 2022
Cash flows from operating activities of continuing operations:
Net income (loss)	$ (53,962)	$ (184,700)
Loss from the impairment of assets		91,798
Accounts payable	1,861
Accrued liabilities	46,451	92,902
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. On December 11, 2023, Custodian Ventures, LLC (the “Seller”) and Qiao Future Technology Co., Ltd. (“the Buyer”) entered into a stock purchase agreement (the “Agreement”) pursuant the Buyer acquired 10,000,000 275,000.00 The Preferred Stocks contains a conversion right which the holder may, in its sole discretion, to convert into ten (10) fully paid and nonassessable shares of Common Stock for each share of the Preferred Stock. If the conversion right is exercised by the Buyer, the conversion will result in a change in control of the Company. As of January 8, 2024, the Buyer have not exercised the conversion rights. In connection with the Transition, Mr. David Lazar, president, chief executive officer, treasurer, chief financial officer, Secretary and the sole member of the Board of Directors (the “Board”), resigned from all of his positions with the Company and the resignations became effective on December 28, 2023. There was no disagreement between Mr. Lazar and the Company. On December 29, 2023 the Board of Directors appointed Mr. Chen Yongjin as President, Secretary and Treasurer, and Mr. Pan Zhongjian as Chief Executive Officer of the Company. Chen Yongjin, aged 45, has over 20 years of experience in enterprise management and financial investment. Mr. Chen is the founder and has been the Partner of D&S Capital since 2014, investing in companies with rapid growth potential. Chen has a master’s degree from Peking University. Pan Zhongjian, aged 40, a serial entrepreneur with nearly 20 years of experience in enterprise management. Mr. Pan is the founder and has been the CEO of Shanghai Wenjia Industrial Co., Ltd. since 2016, which includes “Xiaoqiao” brand sports and fitness equipment, “Yingqu” brand small appliances, and “Ji’anshi” brand massagers. Mr. Chen and Mr. Pan do not have any family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. On October 11, 2023,the Company filed an Amended and Restated Articles of Incorporation with the Nevada Secretary of State. The Amended and Restated Articles of Incorporation became effective with the Nevada Secretary of State upon filing. On October 17, 2023, the Company filed a Certificate of Designation with the Nevada Secretary of State, setting forth the terms, rights, obligations and preferences of the Series A Preferred Stock. The Certificate of Designation became effective with the Nevada Secretary of State upon filing. The information disclosed in the Introductory Note of this Current Report on Form 8-K regarding the terms of the Series A Preferred Stock is incorporated herein by reference. The Amended and Restated Articles of Incorporation and Certificate of Designation are filed as Exhibit 3.1 and 4.1, respectively, hereto and incorporated herein by reference.

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) - USD ($)	12 Months Ended
	May 31, 2023	May 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 0
Net loss	53,962	$ 184,700
Working capital	613,349
Accumulated deficit	679,996	$ 626,034
Cash equivalents	$ 0

DEBT (Details)

DEBT (Details) - USD ($)	May 31, 2023	May 31, 2022
Debt Disclosure [Abstract]
Accounts payable	$ 40,513	$ 38,652
Due to former related party	162,719	162,719
Convertible note, net	44,651	44,651
Derivative liability	94,640	94,640
Short term borrowings	236	236
Notes payable related parties	5,650
Other accrued expense and liabilities	218,560	172,109
Borrowings	46,380	46,380
Total liabilities	$ 613,349	$ 559,387

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	May 31, 2023	May 31, 2022
Debt Disclosure [Abstract]
Liabilities	$ 613,349	$ 559,387

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - $ / shares	May 31, 2023	May 31, 2022
Equity [Abstract]
Common stock, shares authorized	75,000,000	75,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	33,115,000	33,115,000
Common stock, shares outstanding	33,115,000	33,115,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Dec. 11, 2023 USD ($) shares
Subsequent Event [Line Items]
Shares issued | shares	10,000,000
Selling expenses | $	$ 275,000