| Significant Accounting Policies [Text Block] | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Restatement of Previously Issued Unaudited Consolidated Financial Statements The Company has restated its unaudited consolidated financial statements as of and for the three and nine months ended August 31, 2020 to correct an error in the presentation of the beneficial conversion feature of its Series A Preferred Stock. The following table presents the effect of the error correction discussed above on all affected line items of our previously issued consolidated balance sheets as of August 31, 2020. Condensed Consolidated Balance Sheet (unaudited)
August 31, 2020
As Reported
Adjustments
As Restated
Additional paid-in capital $ 4,426,826 $ (4,200,000 ) $ 226,826
Accumulated deficit (4,321,258 ) 4,200,000 (121,258 ) Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended August 31, 2020
As Reported
Adjustments
As Restated
Interest (expense) $ (4,200,000 ) $ 4,200,000 $ -
Total other (expense) (4,200,000 ) 4,200,000 -
Net operating loss (4,260,161 ) 4,200,000 (60,161 )
Loss before provision for income taxes (4,260,161 ) 4,200,000 (60,161 )
Net loss $ (4,260,161 ) $ 4,200,000 $ (60,161 )
Preferred stock dividend - (200,000 ) (200,000 )
Net loss available to common shareholders $ (4,260,161 ) $ 4,000,000 $ (260,161 )
Net loss per share - basic and diluted $ (0.13 ) $ 0.12 $ (0.01 )
Nine Months Ended August 31, 2020
As Reported
Adjustments
As Restated
Interest (expense) $ (4,200,059 ) $ 4,200,000 $ (59 )
Total other (expense) (4,209,788 ) 4,200,000 (9,788 )
Net operating loss (4,279,589 ) 4,200,000 (79,589 )
Loss before provision for income taxes (4,279,589 ) 4,200,000 (79,589 )
Net loss $ (4,279,589 ) $ 4,200,000 $ (79,589 )
Preferred stock dividend - (200,000 ) (200,000 )
Net loss available to common shareholders $ (4,279,589 ) $ 4,000,000 $ (279,589 )
Net loss per share - basic and diluted $ (0.30 ) $ 0.28 $ (0.02 ) Consolidated Statement of Cash Flows (unaudited)
Nine Months Ended August 31, 2020
As Reported
Adjustments
As Restated
Net loss $ (4,279,589 ) $ 4,200,000 $ (79,589 )
Beneficial conversion feature of convertible preferred stock 4,200,000 (4,200,000 ) - Consolidated Statements of Equity (Deficit) (unaudited)
Additional paid-in capital
As Reported
Adjustments
As Restated
Beneficial conversion feature of convertible preferred stock $ 4,200,000 $ (4,000,000 ) $ 200,000
Dividend on preferred stock due to beneficial conversion feature - (200,000 ) (200,000 )
Accumulated (deficit)
As Reported
Adjustments
As Restated
Net loss $ (4,279,589 ) $ 4,200,000 $ (79,589 )
Balance at August 31, 2020 (4,321,258 ) 4,200,000 (121,258 ) Fair values of financial instruments The Company adopted Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:
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Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
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Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted 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. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At August 31, 2020 the Company's bank deposits did not exceed the insured amounts. Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Stock-Based Compensation As of August 31, 2020, the Company has not issued any stock-based payments to its employees. Stock-based compensation will be accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. New Accounting Pronouncements Revenue Recognition We adopted ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and consulting services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue. Revenue is recognized when the following criteria are met: - Identification of the contract or contracts with the customer; - Identification of the performance obligations in the contract(s); - Determination of the transaction price; - Allocation of the transaction price to the performance obligations in the contract(s); and - Recognition of revenue when, or as, we satisfy performance obligations. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements. Property and Equipment Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is three years. The company purchased a computer for $1,250 on December 4, 2017. On April 21, 2018, the Company purchased an embroidery machine for $15,000. This equipment is stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is five years. During the nine months ended August 31, 2020, the Company recorded an impairment charge in the amount of $9,415 to its embroidery machine and an additional $314 to its computer software. At August 31, 2020, the book value of long term assets on the Company’s balance sheet was $0. |
