Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2022 | Feb. 08, 2023 | |
Details | ||
Registrant CIK | 0001680132 | |
Fiscal Year End | --05-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Nov. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 333-213009 | |
Entity Registrant Name | CANNABIS SUISSE CORP. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 38-3993849 | |
Entity Address, Address Line One | 10 North Newman Street, Suite A | |
Entity Address, City or Town | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32202 | |
City Area Code | 904 | |
Local Phone Number | 595 5820 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,254,938 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Current Assets | ||
Cash in Escrow Account | $ 38,339 | $ 0 |
Total Current Assets | 38,339 | 0 |
Property and Equipment, net | 30,978 | 0 |
TOTAL ASSETS | 69,317 | 0 |
Current Liabilities | ||
Accounts Payable | 23,562 | 883 |
Accrued Expenses | 675 | 136,620 |
Advances From Related Parties | 1,209 | 1,589 |
Convertible Notes Payable | 135,000 | 135,000 |
Total Current Liabilities | 160,446 | 274,092 |
Convertible Notes Payable - Related party | 135,000 | 0 |
Total Liabilities | 295,446 | 274,092 |
Stockholders' Deficit | ||
Preferred Stock Value | 5,000 | 5,000 |
Common stock, par value $0.001; 250,000,000 shares authorized, 40,654,938 shares issued and outstanding | 40,655 | 40,655 |
Additional Paid-In-Capital | 915,189 | 742,997 |
Accumulated Deficit | (1,186,973) | (1,062,744) |
Total Stockholders' Deficit | (226,129) | (274,092) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 69,317 | $ 0 |
BALANCE SHEETS - Parenthetical
BALANCE SHEETS - Parenthetical - $ / shares | Nov. 30, 2022 | May 31, 2022 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 40,654,938 | 40,654,938 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
REVENUES | ||||
Revenue | $ 0 | $ 7,770 | $ 0 | $ 7,770 |
Cost of goods sold | 0 | 1,734 | 0 | 1,734 |
Gross Profit (Loss) | 0 | 6,036 | 0 | 6,036 |
OPERATING EXPENSES | ||||
Development costs | 0 | 6,487 | 0 | 6,487 |
General and administrative expenses | 3,114 | 36,182 | 21,571 | 73,264 |
Professional fees | 25,200 | 4,136 | 99,861 | 18,386 |
Depreciation | 1,061 | 582 | 2,122 | 1,164 |
TOTAL OPERATING EXPENSES | 29,375 | 47,387 | 123,554 | 99,301 |
OPERATING LOSS | (29,375) | (41,351) | (123,554) | (93,265) |
Interest expense, net | (675) | (17,541) | (675) | (62,787) |
Change in fair value of derivative liability | 0 | 1,395 | 0 | 1,841 |
Gain (loss) on extingquishment of debt | 0 | (15,683) | 0 | (48,616) |
LOSS BEFORE INCOME TAXES | (30,050) | (73,180) | (124,229) | (202,827) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (30,050) | $ (73,180) | $ (124,229) | $ (202,827) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 40,654,938 | 31,091,975 | 40,654,938 | 31,091,975 |
Revenue from sales of goods | ||||
REVENUES | ||||
Revenue | $ 0 | $ 7,770 | $ 0 | $ 7,770 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance at May. 31, 2021 | $ 0 | $ 34,500 | $ 652,860 | $ (874,854) | $ (187,494) |
Equity Balance, Shares at May. 31, 2021 | 0 | 34,500,000 | |||
Conversion of debt to shares, value | $ 0 | $ 1,034 | 63,601 | 0 | 64,635 |
Conversion of debt to shares, shares | 0 | 1,034,561 | |||
Conversion of shares, value | $ 5,000 | $ (5,000) | 0 | 0 | 0 |
Conversion of shares, shares | 5,000,000 | (5,000,000) | |||
Net income (loss) for the period | $ 0 | $ 0 | 0 | (129,647) | (129,647) |
Equity Balance at Aug. 31, 2021 | $ 5,000 | $ 30,534 | 716,461 | (1,004,501) | (252,506) |
Equity Balance, Shares at Aug. 31, 2021 | 5,000,000 | 30,534,561 | |||
Equity Balance at May. 31, 2021 | $ 0 | $ 34,500 | 652,860 | (874,854) | (187,494) |
Equity Balance, Shares at May. 31, 2021 | 0 | 34,500,000 | |||
Net income (loss) for the period | (202,827) | ||||
Equity Balance at Nov. 30, 2021 | $ 5,000 | $ 31,092 | 747,955 | (1,077,681) | (293,634) |
Equity Balance, Shares at Nov. 30, 2021 | 5,000,000 | 31,091,975 | |||
Contribution of assets | 0 | ||||
Equity Balance at Aug. 31, 2021 | $ 5,000 | $ 30,534 | 716,461 | (1,004,501) | (252,506) |
Equity Balance, Shares at Aug. 31, 2021 | 5,000,000 | 30,534,561 | |||
Conversion of debt to shares, value | $ 0 | $ 558 | 31,494 | 0 | 32,052 |
Conversion of debt to shares, shares | 0 | 557,414 | |||
Net income (loss) for the period | $ 0 | $ 0 | 0 | (73,180) | (73,180) |
Equity Balance at Nov. 30, 2021 | $ 5,000 | $ 31,092 | 747,955 | (1,077,681) | (293,634) |
Equity Balance, Shares at Nov. 30, 2021 | 5,000,000 | 31,091,975 | |||
Equity Balance at May. 31, 2022 | $ 5,000 | $ 40,655 | 742,997 | (1,062,744) | (274,092) |
Equity Balance, Shares at May. 31, 2022 | 5,000,000 | 40,654,938 | |||
Net income (loss) for the period | $ 0 | $ 0 | 0 | (94,179) | (94,179) |
Equity Balance at Aug. 31, 2022 | $ 5,000 | $ 40,655 | 915,189 | (1,156,923) | (196,079) |
Equity Balance, Shares at Aug. 31, 2022 | 5,000,000 | 40,654,938 | |||
Conversion of Accrued Wages to Equity | $ 0 | $ 0 | 139,092 | 0 | 139,092 |
Contribution of assets | 0 | 0 | 33,100 | 0 | 33,100 |
Equity Balance at May. 31, 2022 | $ 5,000 | $ 40,655 | 742,997 | (1,062,744) | (274,092) |
Equity Balance, Shares at May. 31, 2022 | 5,000,000 | 40,654,938 | |||
Net income (loss) for the period | (124,229) | ||||
Equity Balance at Nov. 30, 2022 | $ 5,000 | $ 40,655 | 882,089 | (1,186,973) | (226,129) |
Equity Balance, Shares at Nov. 30, 2022 | 5,000,000 | 40,654,938 | |||
Contribution of assets | 33,100 | ||||
Equity Balance at Aug. 31, 2022 | $ 5,000 | $ 40,655 | 915,189 | (1,156,923) | (196,079) |
Equity Balance, Shares at Aug. 31, 2022 | 5,000,000 | 40,654,938 | |||
Net income (loss) for the period | $ 0 | $ 0 | 0 | (30,050) | (30,050) |
Equity Balance at Nov. 30, 2022 | $ 5,000 | $ 40,655 | $ 882,089 | $ (1,186,973) | $ (226,129) |
Equity Balance, Shares at Nov. 30, 2022 | 5,000,000 | 40,654,938 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ (124,229) | $ (202,827) |
Adjustments to reconcile net loss to net cash provided by operations | ||
Depreciation, cash flows | 2,122 | 1,164 |
Amortization of Debt Discount | 0 | 62,787 |
Gain (loss) on extingquishment of debt | 0 | 48,616 |
Change in Fair Value of Derivative Liabilities | 0 | (1,841) |
Changes in assets and liabilities | ||
Increase (decrease) in accounts receivable | 0 | (7,770) |
Increase (decrease) in inventory | 0 | 1,734 |
Increase (decrease) in prepaid expenses | 0 | (5,513) |
Increase (decrease) in accounts payable | 22,679 | 0 |
Increase (decrease) in accrued expenses | 3,147 | 72,000 |
Net cash used in Operating Activities | (96,281) | (31,650) |
Net Cash Flows from Financing Activities | ||
Proceeds from related party advances | (380) | 31,650 |
Proceeds from convrtible notes | 135,000 | 0 |
Net cash provided by Financing Activities | 134,620 | 31,650 |
Net cash increase (decrease) for period | 38,339 | 0 |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 38,339 | 0 |
Supplemental Information | ||
Cash paid for taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Noncash Investing and Financing Information | ||
Conversion of accrued wages to equity | 139,092 | 0 |
Conversion of notes payable to equity | 0 | 96,687 |
Contribution of assets | $ 33,100 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS DISCLOSURE | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
ORGANIZATION AND NATURE OF BUSINESS DISCLOSURE | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS The Company is engaged in the business of production of OTC (over-the-counter) products - for example CBD oils, retail branded cigarettes and also some health-related supplements. We use various distribution channels for various types of customers. The Company’s products can be sold to both corporate customers and individual clients. In late May 2022, the former shareholder signed an agreement to sell all his stock to Mr. Scott McAlister. The stock purchase agreement was closed in early June 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the interim periods. The results of operations for the six months ended November 30, 2022 are not necessarily indicative of the results to be expected for the year ending May 31, 2023. The information included in this Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended May 31, 2022. Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, (GAAP). The Company’s year-end is May 31. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $38,339 in its escrow account and $0 of cash and cash equivalents as of November 30, 2022 and May 31, 2022, respectively. The funds in the escrow account can be released for the company’s operations without restriction. Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables. The allowance for losses was $0 as of November 30, 2022, and May 31, 2022. Inventories Inventories are stated at the lower of cost or market. The Company had $0 in inventory as of November 30, 2022 and May 31, 2022, respectively. The Company also determines a reserve for excess and obsolete inventory based on historical usage, and projecting the year in which inventory will be consumed into a finished product. The valuation of inventories requires management to make significant assumptions, including the assessment of market value by inventory category considering historical usage, future usage and market demand for their products, and qualitative judgments related to discontinued, slow moving and obsolete inventories. The Company had $0 in reserve for excess and obsolete inventory as of November 30, 2022 and May 31, 2022, respectively. Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: Equipment, Furniture and fixtures 5-10 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. The cost of maintenance and repairs is charged to the statements of operations as incurred, whereas significant renewals and betterments are capitalized. Leases The Company adopts the accounting for leases under Accounting Standards Codification (ASC) 842 Lease Accounting ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Impairment of Long-Lived Assets The Company evaluates the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Our evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the six months ended November 30, 2022, and 2021, the Company recognized an impairment of long-lived assets in the amount of $0, respectively. Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures These tiers include: Level 1: Level 2: Level 3: The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and advances from related parties approximates its fair value due to their short-term maturity. The Company has derivatives that are measured at level 3. The derivatives may require appropriate valuation adjustments that a market participant would require to arrive at fair value. Derivatives Derivative instruments are recognized in the financial statements at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge. Income Taxes The Company accounts for its income taxes in accordance with ASC 740, Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Cost of Goods Sold Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity. Basic Income (Loss) Per Share The Company computes income (loss) per share in accordance with ASC 260 Earnings per Share. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of November 30, and May 31, 2022, there were no potentially dilutive debt or equity instruments issued or outstanding. Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended November 30, 2022, that are of significance or potential significance to the Company. |
Going Concern Disclosure
Going Concern Disclosure | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
Going Concern Disclosure | NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and recurring losses as of November 30, 2022. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Property and Equipment Disclosu
Property and Equipment Disclosure | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
Property and Equipment Disclosure | NOTE 4 - PROPERTY AND EQUIPMENT Property and Equipment: November 30, 2022 May 31, 2022 Office equipment $ 1,400 $ - Furniture 31,700 - Accumulated depreciation (2,122) - $ 30,978 $ - For the three months ended November 30, 2022 and 2021, the Company recognized depreciation expense in the amount of $1,061 and $582, respectively. For the six months ended November 30, 2022 and 2021, the Company recognized depreciation expense in the amount of $2,122 and $1,164, respectively. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 5 - COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of November 30, 2022, the Company is not aware of any contingent liabilities that should be reflected in the financial statements. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
Related Party Transactions Disclosure | NOTE 6 - RELATED PARTY TRANSACTIONS The Company’s former President, Suneetha Nandana Silva Sudusinghe, agreed to provide interest free advances, due on demand, to the Company up to $100,000. For the six months ended November 30, 2022, and 2021, Suneetha Nandana Silva Sudusinghe advanced to the Company $0 and $31,650, respectively. In June 2022, the ownership changed, and the current major shareholder took the position of the president. For the six months ended November 30, 2022, and 2021, the current president advanced to the Company $1,209 and $0, respectively. In November 2022, the Company issued a convertible note payable to the major shareholder in the amount of $135,000 to pay off the funds advanced from and the operating expenses paid by the shareholder. See Note 7 Convertible Notes Payable for terms and conditions. As of November 30, and May 31, 2022, the balances of advances from related parties were $1,209 and $1,589, respectively. In June 2022, the major stockholder made contributions of office equipment and furniture to the Company. The total value of the contributions was $33,100. |
CONVERTIBLE DEBT DISCLOSURE
CONVERTIBLE DEBT DISCLOSURE | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
CONVERTIBLE DEBT DISCLOSURE | NOTE 7 - CONVERTIBLE NOTES PAYABLE On April 1, 2021, Suneetha Nandana Silva Sudusinghe assigned Serhii Cherniienko $60,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Serhii Cherniienko to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $60,000. Of the $60,000, $30,000 was converted to equity in December 2021, and the rest of $30,000 was assigned to Okie LLC. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration. On April 15, 2021, Suneetha Nandana Silva Sudusinghe assigned Noi Tech LLC $30,000 of his loan to Cannabis Suisse Corp. The Agreement contains a provision that allows Noi Tech LLC to convert the loan to common stock at a fixed price of $0.01 per share. Beneficial conversion feature was $30,000. The note was assigned to Okie LLC with a $10,000 discount in May 2022. In November 2022, Okie LLC assigned the convertible note to Clifford Koschnick for consideration. In May 2022, Alain Parrik assigned his convertible note of $85,000 the Company owed him to Okie LLC. According to the note terms and conditions, the note can be converted to shares at a fixed price of $0.005 per share. In November 2022, Okie LLC assigned the convertible note to Scott McAlister for consideration. In November 2022, the Company issued a convertible promissory note in the principal of $135,000 to the Company’s CEO for funds he has advanced the Company for expenses. The Note has a term of four years, the interest rate is 12% and the conversion price is $0.04 per share. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE | NOTE 8 - STOCKHOLDERS ’ EQUITY On March 17, 2021, the Board of Directors, along with the majority stockholder, resolved that the 5,000,000 preferred shares with voting rights of 1 to 10 shall be issued to Suneetha Nandana Silva Sudusinghe in exchange for 5,000,000 common shares that Suneetha Nandana Silva Sudusinghe owned previously. The 5,000,000 preferred shares were issued on July 21, 2021. |
Income Tax Disclosure
Income Tax Disclosure | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
Income Tax Disclosure | NOTE 9 - INCOME TAXES The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position at November 30, 2022 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at November 30, 2022. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended activities. The valuation allowance at November 30, 2022 was $176,548. The net change in valuation allowance for the six months ended November 30, 2022, and for the year ended May 31, 2022, was $26,088 and $33,259, respectively. In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of November 30 and May 31, 2022. All tax years since inception remains open for examination only by taxing authorities of US Federal and state of Nevada. The Company has a net operating loss carryforward for tax purposes totaling $840,703 at November 30, 2022. According to current tax laws, the losses prior to 2018 can carryforward 20 years, and the losses in 2018 or later can carryforward indefinitely. The Company had losses of $43,526 prior to 2018 which can carryforward through fiscal year 2036. The losses of $797,177 in years of 2018 and later will carryforward indefinitely. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of 21% to the income tax amount recorded as of November 30, 2022 and May 31, 2022 are as follows: November 30, 2022 May 31, 2022 Net operating loss carryforward $ (840,703) $ (716,474) Effective tax rate 21% 21% Deferred tax asset 176,548 150,460 Less: Valuation allowance (176,548) (150,460) Net deferred asset $ - $ - |
SUBSEQUENT EVENTS DISCLOSURE
SUBSEQUENT EVENTS DISCLOSURE | 6 Months Ended |
Nov. 30, 2022 | |
Notes | |
SUBSEQUENT EVENTS DISCLOSURE | NOTE 10 - SUBSEQUENT EVENTS In accordance with FASB 165 (ASC 855), Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2022 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements except the following: On January 11, 2023, the Company issued 3,600,000 restricted shares at $0.04 per share to a consultant for services. The value of the 3,600,000 shares issued is $144,000. In February 2023, the Company signed a lease to rent the office at 10 Newman Street, Jacksonville, FL 32202, with 10 N Newnan LLC, a related party owned by our CEO. The lease commencement date is February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the Right-of-Use (ROU) asset is $194,758, and the lease liability and lease commitment is also the same amount, respectively. The monthly base rental payment is $6,469, and the Company has the option to pay all or portion of the rent in shares of its common stock. In February 2023, the Company signed a lease to rent the property at 2652 Blanding Blvd, Jacksonville, FL 32210, with 2600 Blanding Blvd., LLC, a related party Owned by our CEO. The lease commencement date is February 1, 2023 and the lease term is thirty-six months. Based on the criteria and according to ASC 842, the Right-of-Use (ROU) asset is $135,833, and the lease liability and lease commitment is also the same amount, respectively. The monthly base rental payment is $5,000 with incentives of free-rent for the first three months, and the Company has the option to pay all or portion of the rent in shares of its common stock. In February 2023, the Company signed a sub-lease as the lessor to rent a portion of the property at 2652 Blanding Blvd to a third party private company. The monthly rent is $2,500 which will bring rental revenue of $30,000 annually. The term of the sub-lease is one year from February 2023 to January 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Basis of Accounting, Policy | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, (GAAP). The Company’s year-end is May 31. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $38,339 in its escrow account and $0 of cash and cash equivalents as of November 30, 2022 and May 31, 2022, respectively. The funds in the escrow account can be released for the company’s operations without restriction. |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Accounts Receivable Policy | Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables. The allowance for losses was $0 as of November 30, 2022, and May 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Inventory, Policy | Inventories Inventories are stated at the lower of cost or market. The Company had $0 in inventory as of November 30, 2022 and May 31, 2022, respectively. The Company also determines a reserve for excess and obsolete inventory based on historical usage, and projecting the year in which inventory will be consumed into a finished product. The valuation of inventories requires management to make significant assumptions, including the assessment of market value by inventory category considering historical usage, future usage and market demand for their products, and qualitative judgments related to discontinued, slow moving and obsolete inventories. The Company had $0 in reserve for excess and obsolete inventory as of November 30, 2022 and May 31, 2022, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Property, Plant and Equipment, Policy | Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: Equipment, Furniture and fixtures 5-10 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. The cost of maintenance and repairs is charged to the statements of operations as incurred, whereas significant renewals and betterments are capitalized. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Leases Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Leases Policy | Leases The Company adopts the accounting for leases under Accounting Standards Codification (ASC) 842 Lease Accounting ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory Impairment, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Inventory Impairment, Policy | Impairment of Long-Lived Assets The Company evaluates the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Our evaluation is based on an assessment of potential indicators of impairment, such as an adverse change in the business climate that could affect the value of an asset, current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of an asset, and a current expectation that, more likely than not, an asset will be disposed of before the end of its previously estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the six months ended November 30, 2022, and 2021, the Company recognized an impairment of long-lived assets in the amount of $0, respectively. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures These tiers include: Level 1: Level 2: Level 3: The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and advances from related parties approximates its fair value due to their short-term maturity. The Company has derivatives that are measured at level 3. The derivatives may require appropriate valuation adjustments that a market participant would require to arrive at fair value. |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Derivatives, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Derivatives, Policy | Derivatives Derivative instruments are recognized in the financial statements at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge. |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Tax, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Income Tax, Policy | Income Taxes The Company accounts for its income taxes in accordance with ASC 740, Income Taxes |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Revenue Recognition Policy | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cost of Goods Sold Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Cost of Goods Sold Policy | Cost of Goods Sold Cost of goods sold includes direct costs of selling items, direct labor cost, rent expense and electricity. |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
Earnings Per Share, Policy | Basic Income (Loss) Per Share The Company computes income (loss) per share in accordance with ASC 260 Earnings per Share. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of November 30, and May 31, 2022, there were no potentially dilutive debt or equity instruments issued or outstanding. |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: New Accounting Pronouncements, Policy (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Policies | |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended November 30, 2022, that are of significance or potential significance to the Company. |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment, Policy: Schedule of Property and Equipment useful lives (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Tables/Schedules | |
Schedule of Property and Equipment useful lives | Equipment, Furniture and fixtures 5-10 years |
Property and Equipment Disclo_2
Property and Equipment Disclosure: Schedule of Property and Equipment (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Tables/Schedules | |
Schedule of Property and Equipment | November 30, 2022 May 31, 2022 Office equipment $ 1,400 $ - Furniture 31,700 - Accumulated depreciation (2,122) - $ 30,978 $ - |
Income Tax Disclosure_ Schedule
Income Tax Disclosure: Schedule of Deferred Tax Assets and Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | November 30, 2022 May 31, 2022 Net operating loss carryforward $ (840,703) $ (716,474) Effective tax rate 21% 21% Deferred tax asset 176,548 150,460 Less: Valuation allowance (176,548) (150,460) Net deferred asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents, Policy (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Details | ||
Cash in Escrow Account | $ 38,339 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable Policy (Details) | Nov. 30, 2022 USD ($) |
Details | |
Allowance for losses | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, Plant and Equipment, Policy: Schedule of Property and Equipment useful lives (Details) | 6 Months Ended |
Nov. 30, 2022 | |
Equipment, Furniture and fixtures | |
Estimated useful lives of the plant and equipment | 5-10 years |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory Impairment, Policy (Details) | 6 Months Ended |
Nov. 30, 2022 USD ($) | |
Details | |
Impairment of long lived assets | $ 0 |
Property and Equipment Disclo_3
Property and Equipment Disclosure: Schedule of Property and Equipment (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Accumulated depreciation, property and equipment | $ (2,122) | $ 0 |
Property and Equipment, net | 30,978 | 0 |
Office Equipment | ||
Property and equipment, gross | 1,400 | 0 |
Furniture and Fixtures | ||
Property and equipment, gross | $ 31,700 | $ 0 |
Property and Equipment Disclo_4
Property and Equipment Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Details | ||||
Depreciation | $ 1,061 | $ 582 | $ 2,122 | $ 1,164 |
Related Party Transactions Di_2
Related Party Transactions Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | |
Proceeds from related party advances | $ (380) | $ 31,650 | ||
Proceeds from convrtible notes | 135,000 | 0 | ||
Advances From Related Parties | 1,209 | $ 1,589 | ||
Contribution of assets | $ 33,100 | 33,100 | 0 | |
Former CEO | ||||
Proceeds from related party advances | 0 | 31,650 | ||
Current president | ||||
Proceeds from related party advances | 1,209 | $ 0 | ||
Majority Shareholder | ||||
Proceeds from convrtible notes | 135,000 | |||
Contribution of assets | $ 33,100 |
CONVERTIBLE DEBT DISCLOSURE (De
CONVERTIBLE DEBT DISCLOSURE (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | May 31, 2021 | |
Proceeds from convrtible notes | $ 135,000 | $ 0 | ||
Majority Shareholder | ||||
Conversion price per share | $ 0.04 | |||
Proceeds from convrtible notes | $ 135,000 | |||
Serhii Cherniienko, April 2021 | ||||
Amount of debt assumed | $ 60,000 | |||
Conversion price per share | $ 0.01 | |||
Beneficial conversion feature | $ 60,000 | |||
Amount of debt converted | $ 30,000 | |||
Noi Tech LLC, April 15 2021 | ||||
Amount of debt assumed | 30,000 | |||
Conversion price per share | $ 0.01 | |||
Beneficial conversion feature | $ 30,000 | |||
Debt discount assigned | 10,000 | |||
Okie LLC, May 2022 | ||||
Amount of debt assumed | $ 85,000 | |||
Conversion price per share | $ 0.005 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) DISCLOSURE (Details) - shares | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | May 31, 2021 | |
Preferred Stock | ||
Conversion of shares, shares | 5,000,000 | 5,000,000 |
Common Stock | ||
Conversion of shares, shares | (5,000,000) | |
Conversion of shares, common shares issued | 5,000,000 |
Income Tax Disclosure (Details)
Income Tax Disclosure (Details) - USD ($) | 6 Months Ended | ||||
Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | May 31, 2019 | May 31, 2018 | |
Details | |||||
Less: Valuation allowance | $ 176,548 | $ 150,460 | |||
Change in valuation allowance | 26,088 | $ 33,259 | |||
Operating loss carryforward | $ 840,703 | $ 797,177 | $ 43,526 | ||
Statutory tax rate | 21% |
Income Tax Disclosure_ Schedu_2
Income Tax Disclosure: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Nov. 30, 2022 | May 31, 2022 |
Details | ||
Net operating loss carryforward | $ (840,703) | $ (716,474) |
Deferred tax assets, gross | 176,548 | 150,460 |
Less: Valuation allowance | (176,548) | (150,460) |
Net deferred tax assets | $ 0 | $ 0 |
SUBSEQUENT EVENTS DISCLOSURE (D
SUBSEQUENT EVENTS DISCLOSURE (Details) | 3 Months Ended |
Feb. 17, 2023 USD ($) $ / shares shares | |
Stock issued for services, shares | shares | 3,600,000 |
Stock issued for services, per share | $ / shares | $ 0.04 |
Stock issued for services, value | $ 144,000 |
Office lease - Newman Street | |
Lease liability | 194,758 |
Monthly rent due | 6,469 |
Lease - Blanding Ave | |
Lease liability | 135,833 |
Monthly rent due | 5,000 |
Sub-Lease - Blanding Ave | |
Monthly rent revenue | $ 2,500 |