Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Nov. 30, 2021 | Feb. 04, 2022 | May 31, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | VADO CORP. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Common Stock, Shares Outstanding | 99,985,500 | ||
Entity Public Float | $ 29,888,775 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001700849 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Nov. 30, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-222593 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 30-0968244 | ||
Entity Address, Address Line One | 4001 South 700 East | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84107 | ||
City Area Code | (646) | ||
Local Phone Number | 828-1376 | ||
Title of 12(b) Security | None | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Nov. 30, 2021 | Nov. 30, 2020 |
Current assets | ||
Cash | $ 73,287 | $ 81,840 |
Inventory | 0 | 0 |
Total current assets | 73,287 | 81,840 |
Equipment, net | 0 | 0 |
Computer, net | 0 | 0 |
Total Assets | 73,287 | 81,840 |
Current liabilities | ||
Accounts payable | 1,689 | 12,376 |
Credit card payable | 217 | 27 |
Due to related party | 38,625 | 0 |
Total current liabilities | 40,531 | 12,403 |
Total Liabilities | 40,531 | 12,403 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred Stock, Series A; $0.001 par value, 150,000 and 100,000 shares issued and outstanding at November 30, 2021 and 2020, respectively | 150 | 100 |
Common stock, $0.001 par value, 490,000,000 shares authorized, 99,985,500 shares issued and outstanding at November 30, 2021 and 2020 | 99,986 | 99,986 |
Additional paid-in capital | 260,118 | 160,168 |
Accumulated deficit | (327,498) | (190,817) |
Total (deficiency in) stockholders' equity | 32,756 | 69,437 |
Total liabilities and stockholders' equity | $ 73,287 | $ 81,840 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Nov. 30, 2021 | Nov. 30, 2020 |
Preferred Stock, Series A; par value (in Dollars per share) | $ 0.001 | |
Preferred Stock, Series A; shares issued | 150,000 | 100,000 |
Preferred Stock, Series A; shares outstanding | 150,000 | 100,000 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 99,985,500 | 99,985,500 |
Common stock, shares outstanding | 99,985,500 | 99,985,500 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A Preferred Stock [Member] | ||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Series A; par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Series A; shares outstanding | 150,000 | 100,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
General and administrative | 135,556 | 139,360 |
Total operating expenses | 135,556 | 139,360 |
Net Operating Loss | (135,556) | (139,360) |
Other expense: | ||
Interest expense | (1,125) | (59) |
Loss on impairment of long-lived assets | 0 | (9,729) |
Total other expense | (1,125) | (9,788) |
Loss before provision for income taxes | (136,681) | (149,148) |
Provision for income taxes | 0 | 0 |
Net loss | (136,681) | (149,148) |
Preferred stock dividend | (100,000) | (200,000) |
Net loss available to common shareholders | $ (236,681) | $ (349,148) |
Net loss per share - basic and diluted (in Dollars per share) | $ 0 | $ (0.01) |
Weighted average shares outstanding - basic and diluted (in Shares) | 99,985,500 | 57,237,123 |
Stockholders' Equity
Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Preferred Stock [Member] | Total |
Balance, at Nov. 30, 2019 | $ 10,067 | $ 19,045 | $ (41,669) | $ (12,557) | |
Balance, (in Shares) at Nov. 30, 2019 | 10,066,500 | ||||
Payment of invoices by related party | 1,955 | 1,955 | |||
Issuance of convertible preferred stock for cash | 199,116 | $ 100 | 199,216 | ||
Issuance of convertible preferred stock for cash (in Shares) | 100,000 | ||||
Beneficial conversion feature of convertible preferred stock | 200,000 | 200,000 | |||
Preferred stock dividend | (200,000) | (200,000) | |||
Conversion of related party note to common stock | $ 89,919 | (59,948) | 29,971 | ||
Conversion of related party note to common stock (in Shares) | 89,919,000 | ||||
Net loss | (149,148) | (149,148) | |||
Balance, at Nov. 30, 2020 | $ 99,986 | 160,168 | (190,817) | $ 100 | 69,437 |
Balance, (in Shares) at Nov. 30, 2020 | 99,985,500 | 100,000 | |||
Issuance of convertible preferred stock for cash | 99,950 | $ 50 | 100,000 | ||
Issuance of convertible preferred stock for cash (in Shares) | 50,000 | ||||
Beneficial conversion feature of convertible preferred stock | 100,000 | 100,000 | |||
Preferred stock dividend | (100,000) | (100,000) | |||
Net loss | (136,681) | (136,681) | |||
Balance, at Nov. 30, 2021 | $ 99,986 | $ 260,118 | $ (327,498) | $ 150 | $ 32,756 |
Balance, (in Shares) at Nov. 30, 2021 | 99,985,500 | 150,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (136,681) | $ (149,148) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on impairment of long-lived assets | 0 | 9,729 |
Depreciation and amortization | 0 | 854 |
Changes in assets and liabilities: | ||
Inventory | 0 | 148 |
Accounts payable | (10,687) | 12,376 |
Credit card payable | 190 | 27 |
Due to related party | 38,625 | 0 |
Net cash used in operating activities | (108,553) | (126,014) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash from sale of Series A Preferred Stock | 100,000 | 199,216 |
Payment of invoices by related party | 0 | 1,955 |
Proceeds of loan from shareholder | 0 | 6,449 |
Net cash provided by financing activities | 100,000 | 207,620 |
Net increase (decrease) in cash and cash equivalents | (8,553) | 81,606 |
Cash and cash equivalents at beginning of period | 81,840 | 234 |
Cash and cash equivalents at end of period | 73,287 | 81,840 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 59 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of related party note payable to common stock | 0 | 29,973 |
Beneficial conversion feature of Series A Convertible Preferred Stock | $ 100,000 | $ 200,000 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 ORGANIZATION AND BUSINESS Vado Corp., previously known as TradeFan, Inc., (the “Company”) is a Nevada corporation established on February 10, 2017 and has adopted a November 30 fiscal year end. The Company has not generated revenue, has minimal assets and have incurred losses since inception. The Company formerly had operations in the embroidery business in the European Union. With the Change of Control described in the following paragraph, the Company terminated its operations in the embroidery business and wrote off its assets. The Company currently has no operations and is seeking new business opportunities in the United States. On February 10, 2021, the Company entered into a non-binding Term Sheet with another company (the “Target”) which if consummated would have resulted in the shareholders of the Target owning 87% of the common stock of the Company. The Target does business under the name of TradeFan which is why the Company had increased its authorized common stock and changed its name. The Term Sheet also envisioned the Company raising $2 million from the sale of convertible preferred stock which the Company no longer anticipates occurring in the near term. However, in June 2021, the Company decided not to proceed with the transaction. There can be no assurances that the Company will be able to locate a suitable acquisition target or that a reverse merger or similar transaction, or a related financing, will occur. On August 23, 2021, the Company changed its name back to Vado Corp. On May 22, 2020, David Lelong purchased from Dusan Konc 6,000,000 shares of Common Stock of the Company and a convertible promissory note with a face value of $29,973 (the “Konc Related Party Note”), payable by the Company and convertible into shares of Common Stock at $0.001 per share, for a total purchase price of $100,000 (the “Change of Control”). The Change of Control was affected pursuant to a Securities Purchase Agreement dated May 22, 2020 (the “Purchase Agreement”) by and among Mr. Lelong as the purchaser, the Company, and Mr. Konc, the Company’s majority shareholder, sole director and officer, as the seller. The Company was a party to the Purchase Agreement for the sole purpose of providing the representations and warranties contained therein. The Konc Related Party Note was cancelled, and a new convertible note in the amount of $29,973 was issued to Mr. Lelong (the “Lelong Related Party Note”). On May 28, 2020, Mr. Lelong fully converted the Related Party Note into 89,919,000 shares of the Company’s common stock. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN The Company’s financial statements as of November 30, 2021 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has an accumulated loss from inception (February 10, 2017) to November 30, 2021 of $327,498. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
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. Fair values of financial instruments The Company adopted 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: ● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● 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. ● Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including loans payable, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. 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. At November 30, 2021 and 2020, a total of 9,000,000 and 6,000,000 shares of common stock, respectively, were excluded from the calculation of fully-diluted loss per share because the effect would have been 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 November 30, 2021 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. Forward Stock Split On February 12, 2021, the Company approved a 3-for-1 forward split of the Company’s common stock (the “Forward Split”), and increased the number of shares of common stock authorized from 75,000,000 to 490,000,000. Except as otherwise indicated, all share and per-share information in these financial statements have been restated to adjust for the effect of the forward split. The Company had 33,328,500 shares of common stock outstanding immediately before the Forward Split, and 99,985,500 shares of common stock outstanding immediately after the Forward Split, an increase of 66,657,000 shares. See note 4. Stock-Based Compensation As of November 30, 2021, the Company has not issued any stock-based payments to its employees. Stock-based compensation is 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 In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. This ASU was effective January 1, 2018 on a prospective basis with early adoption permitted. The adoption of this guidance had no material effect on the Company’s financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This ASU was effective to impairment tests beginning January 1, 2020, with early adoption permitted. The adoption of this guidance had no material effect on the Company’s financial statements. Revenue Recognition We adopted Accounting Standards Codification (“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 customer; -Identification of the performance obligations in the contract; -Determination of the transaction price; -Allocation of the transaction price to the performance obligations in the contract; and -Recognition of revenue when, or as, we satisfy performance obligation. 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 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 year ended November 30, 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 November 30, 2021, the book value of long term assets on the Company’s balance sheet was $0. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Nov. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4 CAPITAL STOCK On February 12, 2021, the Company’s Board of Directors approved a change to the Company’s Articles of Incorporation increasing the number of shares of common stock authorized from 75,000,000 to 490,000,000. Also on February 12, 2021, the Company’s Board of Directors approved a 3-for-1 forward split of the Company’s common stock outstanding. The Company had 33,328,500 shares of common stock outstanding immediately before the Forward Split, and 99,985,500 shares of common stock outstanding immediately after the Forward Split, an increase of 66,657,000 shares. The Company has 490,000,000 shares of common stock authorized with a par value of $0.001 per share, and 10,000,000 shares of preferred stock authorized with a par value $0.001 per share. Common Stock The Company had 99,985,500 shares of common stock, par value $0.001, outstanding at November 30, 2021 and 2020 (after giving effect to a 3-for-1 forward stock split of the Company’s outstanding common stock). Preferred Stock On June 10, 2020 the Company amended its Articles of Incorporation to authorize up to 10,000,000 shares of “blank check” preferred stock, with such designations, powers, preferences, rights, limitations, and restrictions as may be determined by resolution of the Board of Directors of the Company, and on June 12, 2020, the Company filed the Certificate of Designation of Preferences, Rights And Limitations for its newly designated Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A”). On June 26, 2020, Vado Corp. entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Company’s Series A, at a purchase price of $2.00 per share. The Company received $200,000 in gross proceeds from the Offering, before deducting legal fees and related offering expenses. Each share of the Series A is convertible into 20 shares of the Company’s common stock, par value $0.001 per share. The beneficial conversion feature associated with the Series A was considered a dividend to the Preferred A shareholders. The Company utilized the intrinsic value method to determine the fair value of the beneficial conversion feature associated with this transaction. The value of the beneficial conversion features was capped at the amount of proceeds received, or $200,000; the Company recorded a dividend on the Series A in the amount of $200,000 during the year ended November 30, 2020. On September 28, 2021, Vado Corp. entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 50,000 shares of the Company’s Series A Convertible Preferred Stock, at a purchase price of $2.00 per share (the “Offering”). The Company received $100,000 in gross proceeds from the Offering, before deducting legal fees and related offering expenses. Each share of the Series A is convertible into 20 shares of the Company’s common stock, par value $0.001 per share. The beneficial conversion feature associated with the Series A was considered a dividend to the Preferred A shareholders. The Company utilized the intrinsic value method to determine the fair value of the beneficial conversion feature associated with this transaction. The value of the beneficial conversion features was capped at the amount of proceeds received, or $100,000; the Company recorded a dividend on the Series A in the amount of $100,000 during the year ended November 30, 2021. The Company had 150,000 and 100,000 shares of Series A Preferred Stock, par value $0.001, outstanding at November 30, 2021 and 2020, respectively. Each share of the Series A Preferred Stock is convertible into 20 shares of the Company’s common stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 RELATED PARTY TRANSACTIONS Loans from Related Parties From February 10, 2017 to May 22, 2020, Mr. Dusan Konc, the Company’s former sole officer and director, had contributed cash in the amount of $29,973 to support the Company’s operations. These transactions were recorded as a related party note payable to Mr. Konc (the “Konc Related Party Note”). At May 22, 2020, the principal amount due under the Konc Related Party Note was $29,973. On May 22, 2020, Mr. David Lelong purchased the Konc Related Party Note from Mr. Konc, the Konc Related Party Note was cancelled, and the Company issued a new convertible note payable to Mr. Lelong in the amount of $29,973 (the “Lelong Related Party Note”). The Lelong Related Party Note bears interest at the rate of 12% per year, and was convertible into the Company’s common stock at the rate of $0.001 per share. During the year ended November 30, 2020, the Company paid interest in the amount of $59 on the Lelong Related Party Note. On May 28, 2020, Mr. Lelong converted the entire principal amount of $29,973 due under the Lelong Related Party Note into 89,919,000 shares of the Company’s common stock. At November 30, 2021 and 2020, the amount due under the Lelong Related Party Note was $0. Consulting Agreement On June 1, 2020, the Company entered into a consulting agreement with Accelerated Online Inc. (“Accelerated Online”, the “2020 Accelerated Online Agreement”), an entity wholly-owned by David Lelong. Pursuant to the 2020 Accelerated Online Agreement, Accelerated Online provided executive management and business development services to the Company for a fee of $15,000 per month. On January 4, 2021, the Company entered into a new agreement for professional services with Accelerated Online (the “2021 Accelerated Online Agreement”), which replaced the 2020 Accelerated Online Agreement. Pursuant to the 2021 Accelerated Online Agreement, Accelerated Online provides executive management and business development services to the Company for a fee of $7,500 per month, with interest payable at the rate of 1.5% per month on any unpaid balance. During the year ended November 30, 2021, the Company charged to operations the amount of $52,500 for consulting fees and $1,125 for accrued interest pursuant to the Accelerated Online Agreements; $15,000 of the consulting fees were paid, and the balance of the consulting fees in the amount of $37,500 and the accrued interest of $1,125 are recorded as due to related party on the Company’s balance sheet at November 30, 2021. Effective June 1, 2021, the 2021 Accelerated Online Agreement was terminated. No additional interest will be incurred on the unpaid balance. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair values of financial instruments The Company adopted 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: ● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● 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. ● Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including loans payable, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. |
Earnings Per Share, Policy [Policy Text Block] | 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. At November 30, 2021 and 2020, a total of 9,000,000 and 6,000,000 shares of common stock, respectively, were excluded from the calculation of fully-diluted loss per share because the effect would have been anti-dilutive. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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 November 30, 2021 the Company's bank deposits did not exceed the insured amounts. |
Use of Estimates, Policy [Policy Text Block] | 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. |
Stockholders' Equity, Forward Stock Split, Policy [Policy Text Block] | Forward Stock Split On February 12, 2021, the Company approved a 3-for-1 forward split of the Company’s common stock (the “Forward Split”), and increased the number of shares of common stock authorized from 75,000,000 to 490,000,000. Except as otherwise indicated, all share and per-share information in these financial statements have been restated to adjust for the effect of the forward split. The Company had 33,328,500 shares of common stock outstanding immediately before the Forward Split, and 99,985,500 shares of common stock outstanding immediately after the Forward Split, an increase of 66,657,000 shares. See note 4. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation As of November 30, 2021, the Company has not issued any stock-based payments to its employees. Stock-based compensation is 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 Tax, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | New Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. This ASU was effective January 1, 2018 on a prospective basis with early adoption permitted. The adoption of this guidance had no material effect on the Company’s financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This ASU was effective to impairment tests beginning January 1, 2020, with early adoption permitted. The adoption of this guidance had no material effect on the Company’s financial statements. |
Revenue [Policy Text Block] | Revenue Recognition We adopted Accounting Standards Codification (“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 customer; -Identification of the performance obligations in the contract; -Determination of the transaction price; -Allocation of the transaction price to the performance obligations in the contract; and -Recognition of revenue when, or as, we satisfy performance obligation. 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, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment 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 year ended November 30, 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 November 30, 2021, the book value of long term assets on the Company’s balance sheet was $0. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) - USD ($) | May 28, 2020 | May 22, 2020 | May 18, 2020 |
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||
Debt Instrument, Face Amount | $ 29,973 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 89,919,000 | 89,919,000 | |
Purchase Agreement [Member] | |||
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 6,000,000 | ||
Debt Instrument, Face Amount | $ 29,973 | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.001 | ||
Business Combination, Consideration Transferred | $ 100,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Nov. 30, 2021 | Nov. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (327,498) | $ (190,817) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 12, 2021 | Apr. 21, 2018 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 11, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,000,000 | 6,000,000 | |||
Cash, FDIC Insured Amount (in Dollars) | $ 250,000 | ||||
Common Stock, Shares Authorized | 490,000,000 | 490,000,000 | 490,000,000 | 75,000,000 | |
Common Stock, Shares, Outstanding | 99,985,500 | 99,985,500 | 99,985,500 | 33,328,500 | |
Stock Issued During Period, Shares, Stock Splits | 66,657,000 | ||||
Property, Plant and Equipment, Net (in Dollars) | $ 0 | $ 0 | |||
Machinery and Equipment [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Additions (in Dollars) | $ 15,000 | ||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Impairment, Long-Lived Asset, Held-for-Use (in Dollars) | 9,415 | ||||
Computer Equipment [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Impairment, Long-Lived Asset, Held-for-Use (in Dollars) | $ 314 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | Sep. 28, 2021 | Feb. 12, 2021 | Jun. 20, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 11, 2021 | Jun. 26, 2020 | Jun. 10, 2020 |
CAPITAL STOCK (Details) [Line Items] | ||||||||
Common Stock, Shares Authorized | 490,000,000 | 490,000,000 | 490,000,000 | 75,000,000 | ||||
Common Stock, Shares, Outstanding | 99,985,500 | 99,985,500 | 99,985,500 | 33,328,500 | ||||
Stock Issued During Period, Shares, Stock Splits | 66,657,000 | |||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 50,000 | 150,000 | 100,000 | 100,000 | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 2 | $ 2 | ||||||
Proceeds from Issuance of Convertible Preferred Stock (in Dollars) | $ 100,000 | $ 200,000 | $ 100,000 | $ 199,216 | ||||
Preferred Stock, Convertible, Shares Issuable | 20 | 20 | 20 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature (in Dollars) | $ 100,000 | $ 200,000 | ||||||
Dividends, Preferred Stock (in Dollars) | $ 100,000 | $ 200,000 | $ 100,000 | $ 200,000 | ||||
Preferred Stock, Shares Outstanding | 150,000 | 100,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
CAPITAL STOCK (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Outstanding | 150,000 | 100,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jan. 04, 2021 | Jun. 01, 2020 | May 28, 2020 | May 18, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | May 22, 2020 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Proceeds from Related Party Debt | $ 0 | $ 6,449 | $ 29,973 | ||||
Debt Instrument, Face Amount | 29,973 | ||||||
Interest Expense, Related Party | 59 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 89,919,000 | 89,919,000 | |||||
Due to Related Parties | 0 | ||||||
Related Party Transaction, Amounts of Transaction | 52,500 | ||||||
Costs and Expenses, Related Party | 15,000 | ||||||
Due to Related Parties, Current | 38,625 | $ 0 | |||||
Operating Expense [Member] | |||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Due to Related Parties, Current | 37,500 | ||||||
Interest Expense [Member] | |||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Due to Related Parties, Current | $ 1,125 | ||||||
Accelerated Online Agreement 2020 [Member] | |||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Related Party Transaction, Description of Transaction | Accelerated Online Agreement, Accelerated Online provided executive management and business development services to the Company for a fee of $15,000 per month | ||||||
Accelerated Online Agreement 2021 [Member] | |||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Related Party Transaction, Description of Transaction | 2021 Accelerated Online Agreement, Accelerated Online provides executive management and business development services to the Company for a fee of $7,500 per month, with interest payable at the rate of 1.5% per month on any unpaid balance | ||||||
Related Party Transaction, Due from (to) Related Party | $ (7,500) | ||||||
Related Party Transaction, Rate | 1.50% | ||||||
Konc Related Party Note [Member] | |||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 29,973 | ||||||
Lelong Related Party Note [Member] | |||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 29,973 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.001 | ||||||
Debt Conversion, Original Debt, Amount | $ 29,973 |