| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying financial statements have been prepared
in accordance with United States generally accepted accounting principles (“GAAP”). 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 amounts of expenses during the reporting
period. Management bases its estimates on historical experience
and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available
information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate,
those estimates are adjusted accordingly. Actual results could differ from those estimates. The most significant estimates to be made by management
in the preparation of the financial statements are expected to relate to valuing equity instruments issued; the realization of deferred
tax assets; and accruals for contingent liabilities. Risks and Uncertainties The Company has suffered losses from operations and
negative operating cash flows since inception. The Company underwent a change in control effective September 4, 2020 and in conjunction
therewith its business operations through September 30, 2020 were accounted for as discontinued operations. From October 1, 2020 through
April 30, 2021, the Company’s operations were limited and focused on developing a new business operation involving investment in
commercial real estate in Arizona. On December 15, 2020, the Company entered into a binding
Letter of Intent with Klusman Family Holdings, LLC, and Aaron Klusman, pursuant to which the Company agreed to purchase 100% of the membership
interest in Klusman Family Holdings, LLC from Aaron Klusman, who is also Chief Executive Officer, Chairman of the Board, and a director
of the Company, for consideration consisting of payments totaling $1,500,000 and the issuance of 10,945,250 shares of common stock of
the Company. Klusman Family Holdings, LLC is engaged in the business of acquiring, leasing, and managing real property in Arizona. The
transaction is currently anticipated to close subsequent to July 31, 2021, although there can be no assurances that the Company will be
able to complete this transaction. Upon closing, the Company expects that this transaction would be accounted for as a reverse recapitalization. The Company’s proposed business and operations
are sensitive to general business and economic conditions in the United States generally and in Arizona specifically. These conditions
include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition
of the economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments
in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and
the results of its operations, both in the short-term and the long-term, as well as on the Company’s ability to complete the transaction
with Klusman Family Holdings, LLC as described above. The Company has financed its working capital requirements
since October 1, 2020 through short-term borrowings, including from its new control shareholder, and sales of common stock. At April 30,
2021, the Company did not have sufficient cash resources available to fund its operations and will therefore need to raise additional
funds in the short-term. However, there can be no assurances that the Company will be successful in this regard. The Company has
received significant financial support from a private investor, Lawrence Silver, to allow the Company to fund its business
operations in 2021. From early January 2021 through early May 2021, the Company has raised working capital from Lawrence Silver
through the sale of shares and short-term borrowings, which has provided an aggregate of $1,500,000 of equity capital and $500,000
of debt capital. The working capital provided by Lawrence Silver has provided the Company with the resources to fund the
Company’s advances to Klusman Family Holdings, LLC to acquire various real estate properties in Arizona. As of May 8, 2021,
Lawrence Silver owned approximately 28.5% of the issued and outstanding shares of the Company’s common stock, and the Company
had an interest-bearing unsecured promissory note of $500,000 payable to Lawrence Silver that matures on June 22, 2021. Cash The Company maintains its cash balances with financial
institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The
Company may periodically have cash balances in banks in excess of FDIC insurance limits. The Company has not experienced any losses to
date resulting from this practice. Concentrations The Company may periodically contract with consultants
and vendors to provide services related to the Company’s business activities. Agreements for these services may be for a specific
time period or for a specific project or task. Income Taxes The Company accounts for income taxes under an asset
and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets
and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce
its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would
be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would
be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be
able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations
in the period such determination was made. As the Company’s net operating losses in the
respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the respective
taxing authorities. The Company had no unrecognized tax benefits as of
April 30, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for
uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure
of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are
recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax
position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of
April 30, 2021, the Company had no uncertain tax positions, and will continue to evaluate for uncertain tax positions in subsequent periods.
In future periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Stock-Based Compensation The Company intends to periodically issue common stock
and stock options to officers, directors, employees, contractors and consultants for services rendered. Options vest and expire according
to terms established at the issuance date of each grant. Stock grants, which are generally time vested, will be measured at the grant
date fair value and charged to operations ratably over the vesting period. The Company will account for stock-based payments
to officers, directors, employees, contractors, and consultants by measuring the cost of services received in exchange for equity awards
utilizing the grant date fair value of the awards, with the cost recognized as compensation expense over the period during which the individual
is required to perform services in exchange for the award, which is generally over the vesting period of the award. The fair value of stock options granted as stock-based
compensation will be determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant
of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock
on the grant date, and the estimated volatility of the common stock. Estimated volatility is based on the historical volatility of the
Company’s common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative
sample of comparable public companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of
grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock
on the grant date. The Company will recognize the fair value of stock-based
compensation awards in in the Company’s statements of operations. Through April 30, 2021, the Company has not incurred any stock-based
compensation costs. The Company will issue new shares of common stock to satisfy any stock option exercises. Fair Value of Financial Instruments The authoritative guidance with respect to fair value
established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and
requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below.
Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in
active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets
and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included
within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable
market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives,
mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little
or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and
liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are
measured using present value pricing models. The Company will determine the level in the fair value
hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair
value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities
at each reporting period end. The Company’s financial instruments include
or are expected to include prepaid expenses, advance to a related party, accounts payable, accrued expenses, and due to related parties.
The estimated fair value of these instruments is expected to approximate their respective carrying amounts due to the short-term nature
of these instruments. Earnings Per Share The Company’s computation of earnings per share
(“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided
by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect
on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock and stock options and warrants)
as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have
an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted
EPS. Loss per common share is computed by dividing net
loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common
share is the same for all periods presented. Leases Accounting Standards Update (“ASU”) 2016-02,
Leases (Topic 842) (“ASU 2016-02”) requires a lessee to record a right-of-use asset and a corresponding lease liability at
the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement
of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line
basis. ASU 2016-02 excludes short-term operating leases with a lease term of 12 months or less at the commencement date, and that do not
include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. The Company did not have any leases
within the scope of ASU 2016-02 at April 30, 2021. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board
(the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities
measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current “incurred
loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather
than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the
beginning of the first reporting period in which ASU 2016-13 is effective. ASU 2016-13 will be effective for the Company for interim and
annual reporting periods beginning after December 15, 2022. Management has not yet evaluated the effect that the adoption of ASU-2016-13
will have on the Company’s financial statement presentation or disclosures. In December 2019, the FASB issued ASU 2019-12, Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for
income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740.
ASU 2019-12 is effective for interim and annual reporting periods beginning after December 15, 2020. The adoption of ASU 2019-12 is not
expected to have any impact on the Company’s financial statement presentation or disclosures. In August 2020, the FASB issued ASU 2020-06, Debt
— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06
simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption
of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly
and closely related to the host contract, will no longer be allocated between debt and equity components. ASU 2020-06 will reduce the
issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also revises the earnings per share calculation
and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s
own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives
under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. ASU 2020-06 simplifies
the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares,
(ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years
beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and
only if adopted as of the beginning of such fiscal year. Management has not yet evaluated the effect that the adoption of ASU 2020-06
will have on the Company’s financial statement presentation or disclosures. Management does not believe that any other recently
issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial
statement presentation or disclosures. |
