Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Aug. 31, 2022 | Oct. 07, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Vado Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --11-30 | |
Entity Common Stock, Shares Outstanding | 99,985,500 | |
Amendment Flag | false | |
Entity Central Index Key | 0001700849 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Aug. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly 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 | (385) | |
Local Phone Number | 354-6873 | |
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Current assets | ||
Cash | $ 16,821 | $ 73,287 |
Total current assets | 16,821 | 73,287 |
Total Assets | 16,821 | 73,287 |
Current liabilities | ||
Accounts payable | 1,225 | 1,689 |
Credit card payable | 405 | 217 |
Due to related party | 0 | 38,625 |
Total current liabilities | 1,630 | 40,531 |
Total Liabilities | 1,630 | 40,531 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.001 par value, 490,000,000 shares authorized, 99,985,500 shares issued and outstanding at August 31, 2022 and November 30, 2021 | 99,986 | 99,986 |
Additional paid-in capital | 260,118 | 260,118 |
Accumulated deficit | (345,063) | (327,498) |
Total stockholders' equity | 15,191 | 32,756 |
Total liabilities and stockholders' equity | 16,821 | 73,287 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock, Series A; $0.001 par value, 150,000 shares issued and outstanding at August 31, 2022 and November 30, 2021 | $ 150 | $ 150 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Aug. 31, 2022 | Nov. 30, 2021 |
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 issued | 150,000 | 150,000 |
Preferred Stock, Series A; shares outstanding | 150,000 | 150,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative | 18,893 | 14,138 | 56,190 | 122,602 |
Total operating expenses | 18,893 | 14,138 | 56,190 | 122,602 |
Net Operating Loss | (18,893) | (14,138) | (56,190) | (122,602) |
Other income (expense): | ||||
Gain on forgiveness of debt | 38,625 | 0 | 38,625 | 0 |
Interest expense | 0 | 0 | 0 | (1,125) |
Total other income (expense) | 38,625 | 0 | 38,625 | (1,125) |
Income (loss) before provision for income taxes | 19,732 | (14,138) | (17,565) | (123,727) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 19,732 | (14,138) | (17,565) | (123,727) |
Net income (loss) available to common shareholders | $ 19,732 | $ (14,138) | $ (17,565) | $ (123,727) |
Net income (loss) per share - basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted (in Shares) | 99,985,500 | 99,985,500 | 99,985,500 | 99,985,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||||
Net loss | $ 19,732 | $ (14,138) | $ (17,565) | $ (123,727) |
Changes in assets and liabilities: | ||||
Accounts payable | (464) | 9,319 | ||
Credit card payable | 188 | 422 | ||
Due to related party | (38,625) | 38,625 | ||
Net cash used in operating activities | (56,466) | (75,361) | ||
Net decrease in cash and cash equivalents | (56,466) | (75,361) | ||
Cash and cash equivalents at beginning of period | 73,287 | 81,840 | ||
Cash and cash equivalents at end of period | $ 16,821 | $ 6,479 | 16,821 | 6,479 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest paid | 0 | 0 | ||
Income taxes paid | $ 0 | $ 0 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Nov. 30, 2020 | $ 100 | $ 99,986 | $ 160,168 | $ (190,817) | $ 69,437 |
Balance (in Shares) at Nov. 30, 2020 | 100,000 | 99,985,500 | |||
Net loss | (123,727) | (123,727) | |||
Balance at Aug. 31, 2021 | $ 100 | $ 99,986 | 160,168 | (314,544) | (54,290) |
Balance (in Shares) at Aug. 31, 2021 | 100,000 | 99,985,500 | |||
Balance at May. 31, 2021 | $ 100 | $ 99,986 | 160,168 | (300,406) | (40,152) |
Balance (in Shares) at May. 31, 2021 | 100,000 | 99,985,500 | |||
Net loss | (14,138) | (14,138) | |||
Balance at Aug. 31, 2021 | $ 100 | $ 99,986 | 160,168 | (314,544) | (54,290) |
Balance (in Shares) at Aug. 31, 2021 | 100,000 | 99,985,500 | |||
Balance at Nov. 30, 2021 | $ 150 | $ 99,986 | 260,118 | (327,498) | 32,756 |
Balance (in Shares) at Nov. 30, 2021 | 150,000 | 99,985,500 | |||
Net loss | (17,565) | (17,565) | |||
Balance at Aug. 31, 2022 | $ 150 | $ 99,986 | 260,118 | (345,063) | 15,191 |
Balance (in Shares) at Aug. 31, 2022 | 150,000 | 99,985,500 | |||
Balance at May. 31, 2022 | $ 150 | $ 99,986 | 260,118 | (364,795) | (4,541) |
Balance (in Shares) at May. 31, 2022 | 150,000 | 99,985,500 | |||
Net loss | 19,732 | 19,732 | |||
Balance at Aug. 31, 2022 | $ 150 | $ 99,986 | $ 260,118 | $ (345,063) | $ 15,191 |
Balance (in Shares) at Aug. 31, 2022 | 150,000 | 99,985,500 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 ORGANIZATION AND BUSINESS Vado Corp. (the “Company”) is a Nevada corporation established on February 10, 2017 and has adopted a November 30 fiscal year end. 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 to acquire a target company in a reverse merger. Following its decision not to proceed with a transaction with a target company in June 2021, the Company resumed its efforts to seek a reverse merger candidate. Towards that goal, on June 17, 2022, we executed a non-binding Term Sheet with a digital advertising company (the “Target”). The Term Sheet required the Share Exchange Agreement to be executed by July 30, 2022. Although it was not, we are continuing to pursue the acquisition under which the shareholders of the Target would receive approximately 95.28% of our outstanding common stock. In addition, the Term Sheet envisions one or more investors investing $1,500,000 and receiving convertible preferred stock, convertible into approximately 0.47% of our outstanding common stock. No definitive agreement has been executed, and no assurances can be given that the Company or the Target will proceed with the transaction. If consummated, the transaction will be dilutive to our shareholders. It is subject to a number of contingencies including execution of a definitive agreement, an audit of the Target Company, and financing. 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 effected 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. The preparation of unaudited condensed interim 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 and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The unaudited interim condensed financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the fiscal year ended November 30, 2021. The results of the nine months ended August 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2022. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2022 | |
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 August 31, 2022 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 ongoing source of revenue 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 August 31, 2022 of $(345,063). These and other factors 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 receiving capital from management and significant shareholders sufficient to meet its minimal operating expenses and to seek 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 | 9 Months Ended |
Aug. 31, 2022 | |
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 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: ● 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. 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, 2022 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 August 31, 2022, 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 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Revenue Recognition We adopted ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on us since we have not generated revenue during the periods covered by this report. 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. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Aug. 31, 2022 | |
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. Common Stock The Company had 99,985,500 shares of common stock, par value $0.001, outstanding at August 31, 2022 and November 30, 2021. 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. The beneficial conversion feature associated with the Series A was considered a dividend to the Series 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 shares of Series A Preferred Stock, par value $0.001, outstanding at August 31, 2022 and November 30, 2021. Each share of the Series A is convertible into 20 shares of the Company’s common stock, par value $0.001 per share. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 RELATED PARTY TRANSACTIONS 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. Effective June 1, 2021, the 2021 Accelerated Online Agreement was terminated. No additional interest was incurred on the 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 were recorded as due to related party. On August 16, 2022, consulting fees due to Accelerated Online in the amount of $37,500 and accrued interest of $1,125 were forgiven, resulting in a gain on forgiveness of debt in the amount of $38,625. As of August 31, 2022 and 2021, the amount due to related party was $0 and $38,625, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 6 SUBSEQUENT EVENTS In accordance with FASB ASC Topic 855 “Subsequent Events,” the Company has analyzed its operations through the date the financial statements were issued and noted no items requiring disclosure other than as disclosed below. On June 17, 2022, we executed a non-binding Term Sheet with a digital advertising company (the “Target”). The Term Sheet required the Share Exchange Agreement to be executed by July 30, 2022. Although it was not, we are continuing to pursue the acquisition under which the shareholders of the Target would receive approximately 95.28% of our outstanding common stock. In addition, the Term Sheet envisions one or more investors investing $1,500,000 and receiving convertible preferred stock, convertible into approximately 0.47% of our outstanding common stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Aug. 31, 2022 | |
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 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: ● 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. |
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. |
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 August 31, 2022 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 August 31, 2022, 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 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 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. |
Revenue [Policy Text Block] | Revenue Recognition We adopted ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on us since we have not generated revenue during the periods covered by this report. 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. |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) - USD ($) | May 28, 2020 | May 22, 2020 |
ORGANIZATION AND BUSINESS (Details) [Line Items] | ||
Debt Instrument, Face Amount | $ 29,973 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 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 ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (345,063) | $ (327,498) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 12, 2021 | Aug. 31, 2022 | Nov. 30, 2021 | Feb. 11, 2021 |
Accounting Policies [Abstract] | ||||
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 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | Sep. 28, 2021 | Feb. 12, 2021 | Jun. 20, 2020 | Aug. 31, 2022 | Nov. 30, 2021 | 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 | ||||||
Preferred Stock, Shares Issued | 50,000 | 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 | ||||||
Preferred Stock, Convertible, Shares Issuable | 20 | 20 | ||||||
Debt Instrument, Convertible, Beneficial Conversion Feature (in Dollars) | 100,000 | $ 200,000 | ||||||
Dividends, Preferred Stock (in Dollars) | $ 100,000 | $ 200,000 | ||||||
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 Issued | 150,000 | 150,000 | ||||||
Preferred Stock, Shares Outstanding | 150,000 | 150,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jan. 04, 2021 | Jun. 01, 2020 | Aug. 31, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | $ 52,500 | ||||
Costs and Expenses, Related Party | 15,000 | ||||
Due to Related Parties, Current | $ 0 | 38,625 | |||
Debt Instrument, Decrease, Forgiveness | 38,625 | ||||
Due to Related Parties | 0 | $ 38,625 | |||
Operating Expense [Member] | |||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Due to Related Parties, Current | 37,500 | ||||
Debt Instrument, Decrease, Forgiveness | 37,500 | ||||
Interest Expense [Member] | |||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||
Due to Related Parties, Current | $ 1,125 | ||||
Debt Instrument, Decrease, Forgiveness | $ 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% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Oct. 11, 2022 |
Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Subsequent Event, Description | we executed a non-binding Term Sheet with a digital advertising company (the “Target”). The Term Sheet required the Share Exchange Agreement to be executed by July 30, 2022. Although it was not, we are continuing to pursue the acquisition under which the shareholders of the Target would receive approximately 95.28% of our outstanding common stock. In addition, the Term Sheet envisions one or more investors investing $1,500,000 and receiving convertible preferred stock, convertible into approximately 0.47% of our outstanding common stock |