Oxygen Therapy S-1 28 Oct 16 IPO registration Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Aug. 31, 2016
Document And Entity Information
Entity Registrant Name	Oxygen Therapy, Inc.
Entity Central Index Key	1,685,616
Document Type	S1
Document Period End Date	Aug. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company

Balance Sheet

Balance Sheet	Aug. 31, 2016USD ($)
Current assets:
Cash	$ 239,798
Total current assets	239,798
Total assets	239,798
Current liabilities:
Accounts payable and accrued expenses	48,421
Loans from related party	15,000
Convertible notes payable
Total current liabilities	63,421
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 22,503,131 shares issued and outstanding	22,503
Additional paid in capital	255,128
Accumulated deficit	(101,254)
Total stockholders' equity	176,377
Total liabilities and stockholders' equity	$ 239,798

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Aug. 31, 2016$ / sharesshares
Statement of Financial Position [Abstract]
Preferred stock, par value | $ / shares	$ 0.001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value | $ / shares	$ 0.001
Common stock, shares authorized	100,000,000
Common stock, shares issued	22,503,131
Common stock, shares outstanding	22,503,131

Statement of Operations

Statement of Operations	3 Months Ended
	Aug. 31, 2016USD ($)$ / sharesshares
Operating expenses:
General and administrative	$ 97,906
Total operating expenses	97,906
Loss from operations	(97,906)
Other (expense):
Interest expense	(3,348)
Net loss before provision for income taxes	(101,254)
Provision for income taxes
NET LOSS	$ (101,254)
Loss per common share, basic and diluted | $ / shares	$ 0
Weighted average number of common shares outstanding, basic and diluted | shares	20,547,366

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - 3 months ended Aug. 31, 2016 - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at May. 19, 2016
Balance, shares at May. 19, 2016
Common shares issued to founders at $0.001 per share	$ 22,000			22,000
Common shares issued to founders at $0.001 per share, shares	22,000,000
Common stock issued for services at $0.01 per share	$ 250	2,250		2,500
Common stock issued for services at $0.01 per share, shares	250,000
Common stock issued upon conversion of convertible notes and accrued interest at $1.00 per share	$ 243	242,888		243,131
Common stock issued upon conversion of convertible notes and accrued interest at $1.00 per share, shares	243,131
Sale of common stock and warrants at $1.00 per share	$ 10	9,990		10,000
Sale of common stock and warrants at $1.00 per share, shares	10,000
Net loss			(101,254)	(101,254)
Balance at Aug. 31, 2016	$ 22,503	$ 255,128	$ (101,254)	$ 176,377
Balance, shares at Aug. 31, 2016	22,503,131

Statement of Changes in Stockh6

Statement of Changes in Stockholders' Equity (Parenthetical)	Aug. 31, 2016$ / shares
Statement of Stockholders' Equity [Abstract]
Equity issuance for founder price per share	$ 0.001
Equity issuance for service price per share	0.01
Debt instruments conversion price per share	1
Sale of common stock and warrants price per share	$ 1

Statement of Cash Flows

Statement of Cash Flows	3 Months Ended
	Aug. 31, 2016USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (101,254)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued to founders	22,000
Common stock issued for services	2,500
Common stock issued in settlement of interest	3,131
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	48,421
Net cash used in operating activities	(25,202)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans	15,000
Proceeds from issuance of convertible notes	240,000
Proceeds from sale of common stock	10,000
Net cash provided by financing activities	265,000
Net increase in cash	239,798
Cash, end of period	239,798
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
Income taxes paid
Non-cash investing and financing activities:
Common stock issued in settlement of convertible notes payable	$ 240,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Aug. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Business and Basis of Presentation Oxygen Therapy, Inc. (the “Company”, “we”, “us”, “our”) was incorporated on May 20, 2016 under the laws of the State of Delaware. The Company efforts are principally devoted to developing a products as alterative solutions to red blood cell transfusions as well as for use in the treatment of other critical care conditions. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. Cash For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. 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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of August 31, 2016 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average estimated market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share were 253,131 warrants to purchase the Company’s common stock. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of August 31, 2016, there were no outstanding stock options. Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus tax differences. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. From May 20, 2016 (date of inception) through August 31, 2016, the Company did not incur significant research and development expenses. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Going Concern and Management's

Going Concern and Management's Liquidity Plans	3 Months Ended
	Aug. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's Liquidity Plans	NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of June 30, 2016, the Company had cash of $239,798 and working capital of $176,377. From May 20, 2016 (date of inception) through August 31, 2016, the Company has not yet generated any revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. From May 20, 2016 (date of inception) through August 31, 2016, the Company raised $240,000 in cash proceeds from through the issuance of convertible notes, $10,000 from the sale of common stock and $15,000 from related party loans. The Company believes that its current cash on hand will be sufficient to fund its projected operating requirements through February 2017. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of convertible debt and loans from related parties. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Aug. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable	NOTE 3 – CONVERTIBLE NOTES PAYABLE From April 2016 through August 2016, the Company issued two unsecured convertible promissory notes in aggregate of $240,000 bearing interest at 10% per annum with principal and interest due at maturity on April 30, 2017. The promissory notes are convertible automatically upon the Company consummating, prior to April 30, 2017, equity financing pursuant to which the Company sells equity interests to investors with an aggregate purchase price of not less than $200,000 (as amended) including the aggregate principal of the promissory notes (“Qualified Equity Financing”). The promissory notes are convertible at 70% of the price per share paid by the new investors, but otherwise on the same terms and conditions as the other investors. In addition, if Qualified Equity Financing is not consummated on or prior to maturity date then, at any time in the 90 day period thereafter, the holder may convert the outstanding principal amount and all accrued interest into the Company’s capital stock at a deemed pre-conversion Company valuation of $1.00 per share. In August 2016, upon achieving the minimum Qualified Equity Financing, as defined, the Company issued an aggregate of 243,131 shares of its common stock in full settlement of the outstanding convertible promissory notes and accrued interest. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. The Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company determined there were no beneficial conversion features associated at the time of issuance of these promissory notes.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Aug. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4 – RELATED PARTY TRANSACTIONS The Company has received a loans from a related parties in the aggregate amount of $15,000 for working capital purposes. The unsecured loan bears interest at 5.5% per annum and is due upon demand.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Aug. 31, 2016
Equity [Abstract]
Stockholders' Equity	NOTE 5 – STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue 5,000,000 shares of $0.001 par value preferred stock. As of August 31, 2016, no shares have been designated nor issued. Common stock The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock. As of August 31, 2016, the Company has 22,503,131 shares issued and outstanding. In May 2016, the Company issued an aggregate of 22,000,000 shares of its common stock to founders valued at $0.001 per share. In July 2016, the Company issued 250,000 shares of its common stock for consulting services valued at $0.01 per share. In August 2016, the Company issued an aggregate of 243,131 shares of its common stock upon conversion of $240,000 of convertible promissory notes and $3,131 accrued interest. In August 2016, the Company sold 10,000 shares of its common stock and 10,000 warrants to purchase the Company’s common stock at $1.20 per share for 5 years at for net proceeds of $10,000. Stock Incentive Plan The board of directors authorized the Oxygen Therapy, Inc. Stock Incentive Plan (the “Plan”) in May 2016. The Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares of common stock up to 60,000 shares for use to compensate and incentivize employees, consultants, board members and members of the Company’s scientific advisory board. As of August 31, 2016, no shares or options have been granted under the Stock Incentive Plan. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at August 31, 2016: Exercise Number Expiration Price Outstanding Date $ 1.20 253,131 August 2021 In August 2016, the Company issued an aggregate of 243,131 warrants to purchase the Company’s common stock at $1.20 per share, expiring five years from the date of issuance, in connection with the conversion of previously issued convertible promissory notes In August 2016, the Company issued 10,000 warrants to purchase the Company’s common stock at $1.20 per share, expiring five years from the date of issuance, in connection with the sale of the Company’s common stock. A summary of the warrant activity from May 20, 2016 (date of inception through August 31, 2016 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at May 20, 2016 (date of inception) - Grants 253,131 1.20 5.0 - Exercised - Canceled - Outstanding at August 31, 2016 253,131 $ 1.20 5.0 $ - Vested and expected to vest at August 31, 2016 253,131 $ 1.20 5.0 $ - Exercisable at August 31, 2016 253,131 $ 1.20 5.0 $ - The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s estimated fair value of its common stock of $1.00 as of August 31, 2016, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Aug. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements do not provide for the payment of any compensation to our executive officers but provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.

Income Taxes

Income Taxes	3 Months Ended
	Aug. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 7 – INCOME TAXES The tax effects of temporary differences that give rise to deferred tax assets are presented below: Deferred Tax Assets: Net operating loss carryforward $ 74,000 Stock-based compensation - Total deferred tax assets 74,000 Valuation allowance (74,000 ) Deferred tax asset, net of valuation allowance $ - Changes in valuation allowance $ - The income tax provision (benefit) consists of the following: Federal: Current $ 22,200 Deferred (22,200 ) State and local: Current 7,400 Deferred (7,400 ) Change in valuation allowance - Income tax provision (benefit) $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Tax benefit at federal statutory rate (34.0 )% Other non-deductible compensation subject to SEC 162(M) 10.1 % Permanent differences 5.9 % Change in valuation allowance 18.0 % Effective income tax rate 0 % The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. At August 31, 2016, the Company had approximately $74,000 of federal net operating losses that may be available to offset future taxable income. The net operating loss carry forwards, if not utilized, will expire from 2036 for federal purposes. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations in the event of a greater than 50% ownership change. The Company files income tax returns in the U.S. federal and Massachusetts jurisdictions and is subject to examination by taxing authorities beginning with the current period ended August 31, 2016.

Subsequent Events

Subsequent Events	3 Months Ended
	Aug. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 – SUBSEQUENT EVENTS In September 2016, the Company entered into a securities purchase agreements with investors, pursuant to which we the Company received from subscriptions for the purchase an aggregate of 90,000 shares of the Company’s common stock and warrants expiring five years from issuance to purchase 90,000 shares of our common stock at $1.20 for aggregate cash proceeds of $90,000.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Aug. 31, 2016
Accounting Policies [Abstract]
Business and Basis of Presentation	Business and Basis of Presentation Oxygen Therapy, Inc. (the “Company”, “we”, “us”, “our”) was incorporated on May 20, 2016 under the laws of the State of Delaware. The Company efforts are principally devoted to developing a products as alterative solutions to red blood cell transfusions as well as for use in the treatment of other critical care conditions. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.
Cash	Cash For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Use of Estimates	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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Net Loss Per Common Share, Basic and Diluted	Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of August 31, 2016 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average estimated market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share were 253,131 warrants to purchase the Company’s common stock.
Stock Based Compensation	Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of August 31, 2016, there were no outstanding stock options.
Income Taxes	Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus tax differences.
Research and Development	Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. From May 20, 2016 (date of inception) through August 31, 2016, the Company did not incur significant research and development expenses.
Fair Value	Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Aug. 31, 2016
Equity [Abstract]
Schedule of Warrants Outstanding	The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at August 31, 2016: Exercise Number Expiration Price Outstanding Date $ 1.20 253,131 August 2021
Schedule of Warrant Activity	A summary of the warrant activity from May 20, 2016 (date of inception through August 31, 2016 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at May 20, 2016 (date of inception) - Grants 253,131 1.20 5.0 - Exercised - Canceled - Outstanding at August 31, 2016 253,131 $ 1.20 5.0 $ - Vested and expected to vest at August 31, 2016 253,131 $ 1.20 5.0 $ - Exercisable at August 31, 2016 253,131 $ 1.20 5.0 $ -

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Aug. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The tax effects of temporary differences that give rise to deferred tax assets are presented below: Deferred Tax Assets: Net operating loss carryforward $ 74,000 Stock-based compensation - Total deferred tax assets 74,000 Valuation allowance (74,000 ) Deferred tax asset, net of valuation allowance $ - Changes in valuation allowance $ -
Schedule of Income Tax Provision	The income tax provision (benefit) consists of the following: Federal: Current $ 22,200 Deferred (22,200 ) State and local: Current 7,400 Deferred (7,400 ) Change in valuation allowance - Income tax provision (benefit) $ -
Schedule of Reconciliation of Statutory Federal Income Tax Rate	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Tax benefit at federal statutory rate (34.0 )% Other non-deductible compensation subject to SEC 162(M) 10.1 % Permanent differences 5.9 % Change in valuation allowance 18.0 % Effective income tax rate 0 %

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Aug. 31, 2016shares
Accounting Policies [Abstract]
Potentially dilutive securities excluded from the computation of basic and diluted net loss per share	253,131
Stock options outstanding

Going Concern and Management'20

Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2016	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 239,798	$ 239,798
Working capital		$ 176,377
Proceeds from convertible notes	240,000
Proceeds from the issuance of common stock	10,000
Proceeds from related party loans	$ 15,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative)	1 Months Ended	3 Months Ended	5 Months Ended
	Aug. 31, 2016USD ($)$ / shares	Aug. 31, 2016USD ($)$ / shares	Aug. 31, 2016USD ($)$ / shares
Debt conversion price per share | $ / shares	$ 1	$ 1	$ 1
Number of common shares issued for settlement of convertible promissory notes and accrued interest	$ 240,000	$ 243,131
Two Unsecured Convertible Promissory Notes [Member]
Unsecured convertible promissory notes issued			$ 240,000
Promissory notes interest rate			10.00%
Maturity date			Apr. 30, 2017
Proceeds from sale of equity interests to investors			$ 200,000
Promissory notes conversion description			The promissory notes are convertible at 70% of the price per share paid by the new investors, but otherwise on the same terms and conditions as the other investors.
Debt conversion price per share | $ / shares	$ 1	$ 1	$ 1
Number of common shares issued for settlement of convertible promissory notes and accrued interest	$ 243,131

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	3 Months Ended
	Aug. 31, 2016USD ($)
Related Party Transactions [Abstract]
Proceeds from related party loans	$ 15,000
Interest rate of unsecured loan	5.50%

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Aug. 31, 2016	Jul. 31, 2016	May 31, 2016	Aug. 31, 2016
Preferred stock, shares authorized	5,000,000			5,000,000
Preferred stock, par value	$ 0.001			$ 0.001
Preferred stock, shares designated
Preferred stock, shares issued
Common stock, shares authorized	100,000,000			100,000,000
Common stock, par value	$ 0.001			$ 0.001
Common stock, shares issued	22,503,131			22,503,131
Common stock, shares outstanding	22,503,131			22,503,131
Number of common stock issued to founders			22,000,000
Equity issuance for founder price per share	$ 0.001		$ 0.001	$ 0.001
Number of common stock issued for consulting services		250,000
Equity issuance for service price per share	$ 0.01	$ 0.01		$ 0.01
Number of common stock issued for conversion of convertible promissory notes	243,131
Convertible promissory note face amount	$ 240,000			$ 243,131
Accrued interest	$ 3,131
Common stock issued price per share	$ 1.20			$ 1.20
Stock Incentive Plan [Member]
Number of shares issued for employees benefit			60,000
Warrants One [Member]
Number of stock sold during period	10,000
Sale of common stock and warrants to purchase common stock	10,000			10,000
Common stock issued price per share	$ 1.20			$ 1.20
Warrants expiration term	5 years
Proceeds from issuance of warrants	$ 10,000
Warrants Two [Member]
Sale of common stock and warrants to purchase common stock	243,131			243,131
Common stock issued price per share	$ 1.20			$ 1.20
Warrants expiration term	5 years
Warrants Three [Member]
Sale of common stock and warrants to purchase common stock	10,000			10,000
Common stock issued price per share	$ 1.20			$ 1.20
Warrants expiration term	5 years

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Warrants Outstanding (Details) - Warrant [Member] - $ / shares	3 Months Ended
	Aug. 31, 2016	May 19, 2016
Exercise Price	$ 1.20
Number of Warrants Outstanding	253,131
Expiration Date	2021-08

Stockholders' Equity - Schedu25

Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrant [Member]	3 Months Ended
	Aug. 31, 2016USD ($)$ / sharesshares
Shares Outstanding, beginning balance
Shares Outstanding, Grants	253,131
Shares Outstanding, Exercised
Shares Outstanding, Canceled
Shares Outstanding, ending balance	253,131
Shares Outstanding, Vested and expected to vest	253,131
Shares Outstanding, Exercisable	253,131
Weighted-Average Exercise Price Outstanding, beginning balance | $ / shares
Weighted-Average Exercise Price Outstanding, Grants | $ / shares	1.20
Weighted-Average Exercise Price Outstanding, Exercised | $ / shares
Weighted-Average Exercise Price Outstanding, Canceled
Weighted-Average Exercise Price Outstanding, ending balance | $ / shares	$ 1.20
Weighted-Average Exercise Price Outstanding, Vested and expected to vest | $ / shares	1.20
Weighted-Average Exercise Price Outstanding, Exercisable | $ / shares	$ 1.20
Weighted-Average Remaining Contractual Term, beginning	5 years
Weighted-Average Remaining Contractual Term, ending	5 years
Weighted-Average Remaining Contractual Term, Vested and expected to vest	5 years
Weighted-Average Remaining Contractual Term, Exercisable	5 years
Aggregate Intrinsic Value, beginning balance | $
Aggregate Intrinsic Value, ending balance | $
Aggregate Intrinsic Value, Vested and expected to vest | $
Aggregate Intrinsic Value, Exercisable | $

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	3 Months Ended
	Aug. 31, 2016USD ($)
Employment Contracts [Member]
Payment of severance upon termination	$ 100,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	3 Months Ended
	Aug. 31, 2016USD ($)
Income Tax Disclosure [Abstract]
Federal net operating losses carryforwards	$ 74,000
Operating loss expiration date description	expire from 2036
Percentage of ownership	50.00%

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets (Details)	3 Months Ended
	Aug. 31, 2016USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 74,000
Stock-based compensation
Total deferred tax assets	74,000
Valuation allowance	(74,000)
Deferred tax asset, net of valuation allowance
Changes in valuation allowance

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Details)	3 Months Ended
	Aug. 31, 2016USD ($)
Income Tax Disclosure [Abstract]
Federal, Current	$ 22,200
Federal, Deferred	(22,200)
State and local, Current	7,400
State and local, Deferred	(7,400)
Change in valuation allowance
Income tax provision (benefit)

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Details)	3 Months Ended
	Aug. 31, 2016
Income Tax Disclosure [Abstract]
Tax benefit at federal statutory rate	(34.00%)
Other non-deductible compensation subject to SEC 162(M)	10.10%
Permanent differences	5.90%
Change in valuation allowance	18.00%
Effective income tax rate	0.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
	Sep. 30, 2016	Aug. 31, 2016
Sale of stock price per share		$ 1.20
Subsequent Event [Member]
Subscriptions for purchase of common shares	$ 90,000
Warrants expiring period	5 years
Warrants issued for purchase of common shares	90,000
Sale of stock price per share	$ 1.20
Proceeds from issuance of warrants	$ 90,000