Victoria Lake (LVCA) 10-Q 18 Jan 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2022	Jan. 15, 2023
Details
Registrant CIK	0001874440
Fiscal Year End	--05-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 30, 2022
Entity Registrant Name	VICTORIA LAKE, INC.
Entity Incorporation, State or Country Code	OK
Entity File Number	000-56316
Entity Tax Identification Number	86-3939374
Entity Address, Address Line One	3625 Cove Point Dr.
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84109
Entity Address, Address Description	Address of Principal Executive Office
City Area Code	801
Local Phone Number	209-0740
Phone Fax Number Description	Registrant’s telephone number, including area code
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		167,304,067
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false

Balance Sheets

Balance Sheets - USD ($)	Nov. 30, 2022	May 31, 2022
Current Assets
Cash	$ 0	$ 0
Total Current Assets	0	0
TOTAL ASSETS	0	0
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,985	5,395
Accounts payable - related party	21,344	12,349
Total Current Liabilities	25,329	17,744
Total Liabilities	25,329	17,744
STOCKHOLDERS' DEFICIT
Preferred shares	30	30
Common shares	1,673	1,673
Additional paid-in capital	(1,703)	(1,703)
Accumulated deficit	(25,329)	(17,744)
Total Stockholders' Deficit	(25,329)	(17,744)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

Balance Sheets - Parenthetical

Balance Sheets - Parenthetical - $ / shares	Nov. 30, 2022	May 31, 2022
Details
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	3,000,051	3,000,051
Preferred Stock, Shares Outstanding	3,000,051	3,000,051
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares, Issued	167,304,067	167,304,067
Common Stock, Shares, Outstanding	167,304,067	167,304,067

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
REVENUES
Revenue	$ 0	$ 0	$ 0	$ 0
Professional fees	4,693	1,201	6,492	6,778
General and administrative	636	1,351	1,093	1,351
Total Operating Expenses	5,329	2,552	7,585	8,129
LOSS FROM OPERATIONS	(5,329)	(2,552)	(7,585)	(8,129)
Provision for income taxes	0	0	0	0
NET LOSS	$ (5,329)	$ (2,552)	$ (7,585)	$ (8,129)
BASIC AND DILUTED LOSS PER SHARE	$ 0	$ 0	$ 0	$ 0
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	167,304,067	167,304,067	167,304,067	167,304,067

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2021	$ 1,673	$ 30	$ (1,703)	$ (2,070)	$ (2,070)
Shares, Outstanding, Beginning Balance at May. 31, 2021		300,051
NET LOSS	0	$ 0	0	(5,577)	(5,577)
Stockholders' Equity Attributable to Parent, Ending Balance at Aug. 31, 2021	$ 1,673	$ 30	(1,703)	(7,647)	(7,647)
Shares, Outstanding, Ending Balance at Aug. 31, 2021		300,051
Stock Issued During Period, Shares, Acquisitions	167,304,067
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2021	$ 1,673	$ 30	(1,703)	(2,070)	(2,070)
Shares, Outstanding, Beginning Balance at May. 31, 2021		300,051
NET LOSS					(8,129)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2021	$ 1,673	$ 30	(1,703)	(10,199)	(10,199)
Shares, Outstanding, Ending Balance at Nov. 30, 2021	167,304,067	300,051
Stockholders' Equity Attributable to Parent, Beginning Balance at Aug. 31, 2021	$ 1,673	$ 30	(1,703)	(7,647)	(7,647)
Shares, Outstanding, Beginning Balance at Aug. 31, 2021		300,051
NET LOSS	0	$ 0	0	(2,552)	(2,552)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2021	$ 1,673	$ 30	(1,703)	(10,199)	(10,199)
Shares, Outstanding, Ending Balance at Nov. 30, 2021	167,304,067	300,051
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2022	$ 1,673	$ 30	(1,703)	(17,744)	(17,744)
Shares, Outstanding, Beginning Balance at May. 31, 2022	167,304,067	3,000,051
NET LOSS	$ 0	$ 0	0	(2,256)	(2,256)
Stockholders' Equity Attributable to Parent, Ending Balance at Aug. 31, 2022	$ 1,673	$ 30	(1,703)	(20,000)	(20,000)
Shares, Outstanding, Ending Balance at Aug. 31, 2022		3,000,051
Stock Issued During Period, Shares, Acquisitions	167,304,067
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2022	$ 1,673	$ 30	(1,703)	(17,744)	(17,744)
Shares, Outstanding, Beginning Balance at May. 31, 2022	167,304,067	3,000,051
NET LOSS					(7,585)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2022	$ 1,673	$ 30	(1,703)	(25,329)	(25,329)
Shares, Outstanding, Ending Balance at Nov. 30, 2022		3,000,051
Stockholders' Equity Attributable to Parent, Beginning Balance at Aug. 31, 2022	1,673	$ 30	(1,703)	(20,000)	(20,000)
Shares, Outstanding, Beginning Balance at Aug. 31, 2022		3,000,051
NET LOSS	0	$ 0	0	(5,329)	(5,329)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2022	$ 1,673	$ 30	$ (1,703)	$ (25,329)	$ (25,329)
Shares, Outstanding, Ending Balance at Nov. 30, 2022		3,000,051
Stock Issued During Period, Shares, Acquisitions	167,304,067

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS	$ (7,585)	$ (8,129)
Adjustments to reconcile net loss to net cash used by operating activities:
Accounts payable and accrued expenses	(1,410)	1,025
Accounts payable - related party	8,995	7,104
Net Cash Used in Operating Activities	0	0
NET CHANGES IN CASH	0	0
CASH AT BEGINNING OF PERIOD	0	0
CASH AT END OF PERIOD	0	0
CASH FLOW INFORMATION
Interest	0	0
Income Taxes	$ 0	$ 0

NOTE 1 - NATURE OF OPERATIONS

NOTE 1 - NATURE OF OPERATIONS	6 Months Ended
	Nov. 30, 2022
Notes
NOTE 1 - NATURE OF OPERATIONS	NOTE 1 – NATURE OF OPERATIONS Reorganization Activities: Domiciliary Merger : On April 5, 2021, the predecessor issuer, Lake Victoria Mining Company, Inc. of Nevada, completed a domiciliary merger into Redo Development, Inc. of Oklahoma, with the Oklahoma company being the survivor under the name Lake Victoria Mining Company, Inc., pursuant to a concurrent name change. Holding Company Parent/Subsidiary Formation: On May 7, 2021, Victoria Lake, Inc. an Oklahoma Corporation became the parent/successor issuer pursuant to Section 1081(g) of the Oklahoma General Corporation Act under an executed agreement titled “Agreement and Plan of Reorganization” (“Parent Subsidiary Formation”) which was executed by Lake Victoria Mining Company, Inc. (OK), Victoria Lake, Inc. (OK), and Lake Express, Inc. (OK). Under the terms of the Agreement, Lake Victoria Mining Company, Inc. (OK) merged into Lake Express, Inc. (OK) and Lake Victoria Mining Company, Inc. (OK). ceased to exist, wherein Lake Express, Inc. (OK) became the survivor and successor under Section 1088 of the Oklahoma Act, having acquired all of Lake Victoria Mining Company, Inc.’s (OK) assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Victoria Lake, Inc. (OK) became the parent and the holding company of Lake Express, Inc. (OK) under the Parent Subsidiary Formation which was in compliance with Section 1081(g) of the Oklahoma General Corporation Act. Upon consummation of the Parent Subsidiary Formation, each issued and outstanding equity of the former Lake Victoria Mining Company, Inc. (OK) was transmuted into and represented the identical equity structure of Lake Victoria Mining Company, Inc. (NV) that existed prior to the domiciliary change and immediately prior to the Reorganization (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions. Upon consummation of the Agreement, Victoria Lake, Inc. (OK), was the issuer since the former Lake Victoria Mining Company, Inc. (OK) equity structure was transmuted pursuant to Section 1081(g) as the current issued and outstanding equities of Victoria Lake, Inc. (OK). The subsidiary, Lake Express, Inc. was divested on May 7, 2021 and therefore is no longer consolidated into Victoria Lake, Inc. The shareholders of the Company became the shareholders of Lake Victoria Mining Company, Inc. (NV). As a result of this reorganization, the resulting reorganized Company name became Victoria Lake, Inc. (“Victoria Lake,” “the Company,” “we,” or “us”). The Company’s fiscal year end is May 31.

NOTE 2 - SUMMARY OF SIGNIFICANT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Nov. 30, 2022
Notes
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial statement presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended May 31, 2022. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included. 9 Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows ASC 740, Income Taxes, which clarifies the accounting and disclosure for uncertainty in tax positions and seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions, and have identified the U.S. federal as our "major" tax jurisdictions. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. Basic and Diluted Loss Per Share Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred a net loss and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive. The total potential common shares for the three and six months ended November 30, 2022 and 2021 include 300,005,100 shares for convertible Series B preferred stock. Stock-Based Compensation The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and nonemployees is measured at the fair value of the equity award on the grant date and is recognized as an expense over the requisite service period, which is generally the vesting period. Fair Value of Financial Instruments The Company's financial instruments consist primarily of accounts payable and accrued expenses and accounts payable – related party. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company follows ASC 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: · Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; 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 asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; · Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement Recent Accounting Pronouncements The Company has evaluated recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN	6 Months Ended
	Nov. 30, 2022
Notes
NOTE 3 - GOING CONCERN	NOTE 3 – GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of November 30, 2022, the Company had not yet achieved profitable operations, has accumulated losses of $25,329 since its inception, has a working capital deficiency of $25,329 and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptable to the Company.

NOTE 4 - RELATED PARTY TRANSACT

NOTE 4 - RELATED PARTY TRANSACTIONS	6 Months Ended
	Nov. 30, 2022
Notes
NOTE 4 - RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS As of November 30, 2022 and May 31, 2022, our sole officer and director, G. Reed Petersen , As the Company’s office space needs are limited at the current time, G. Reed Petersen is currently providing space to the Company at no cost.

NOTE 5 - EQUITY

NOTE 5 - EQUITY	6 Months Ended
	Nov. 30, 2022
Notes
NOTE 5 - EQUITY	NOTE 5 - EQUITY The total number of shares of stock which the Company has authority to issue is 600,000,000 shares at $0.00001 par value, of which 500,000,000 shares are designated as Common Stock and 100,000,000 shares are designated as Series B Preferred Stock. The Board of Directors of the Company is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series. Common Stock The Company has authorized 500,000,000 common shares with a par value of $0.00001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Series B Convertible Preferred Stock The Company designated 100,000,000 shares of Series B Convertible Preferred Stock with a par value of $0.00001 per share. Initially, there will be no dividends due or payable on the Series B Convertible Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation (“Certificate”). Any and all such future terms concerning dividends shall be reflected in an amendment to the Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series B Convertible Preferred Stock shall rank pari passu with the Company’s common stock and the Series B Preferred shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series B Convertible Preferred Stock shall be entitled to the number of votes equal to one hundred (100) votes for each share held of record on all matters submitted to a vote of the shareholders. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Convertible Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each Series B Convertible Preferred Stock has a conversion rate of 100 shares of Common Stock for each Series B Preferred Stock. Each holder of shares of Series B Convertible Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of their shares of Series B Convertible Preferred Stock into one hundred fully paid and nonassessable shares of Common Stock. In the event of a reverse split or a forward split shall occur, then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series B Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event. As of November 30, 2022 and May 31, 2022, there were 3,000,051 shares of Series B Convertible Preferred Stock issued and outstanding.

NOTE 6 - SUBSEQUENT EVENTS

NOTE 6 - SUBSEQUENT EVENTS	6 Months Ended
	Nov. 30, 2022
Notes
NOTE 6 - SUBSEQUENT EVENTS	NOTE 6 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued, and noted no events requiring adjustment or disclosure in the condensed financial statements.

NOTE 2 - SUMMARY OF SIGNIFICA_2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates and Assumptions (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.

NOTE 2 - SUMMARY OF SIGNIFICA_3

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

NOTE 2 - SUMMARY OF SIGNIFICA_4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Income Taxes	Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows ASC 740, Income Taxes, which clarifies the accounting and disclosure for uncertainty in tax positions and seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions, and have identified the U.S. federal as our "major" tax jurisdictions. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

NOTE 2 - SUMMARY OF SIGNIFICA_5

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Loss Per Share (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred a net loss and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive. The total potential common shares for the three and six months ended November 30, 2022 and 2021 include 300,005,100 shares for convertible Series B preferred stock.

NOTE 2 - SUMMARY OF SIGNIFICA_6

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Stock-Based Compensation	Stock-Based Compensation The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and nonemployees is measured at the fair value of the equity award on the grant date and is recognized as an expense over the requisite service period, which is generally the vesting period.

NOTE 2 - SUMMARY OF SIGNIFICA_7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company's financial instruments consist primarily of accounts payable and accrued expenses and accounts payable – related party. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company follows ASC 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: · Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; 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 asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; · Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement

NOTE 2 - SUMMARY OF SIGNIFICA_8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)	6 Months Ended
	Nov. 30, 2022
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has evaluated recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.

NOTE 3 - GOING CONCERN (Details

NOTE 3 - GOING CONCERN (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Details
Accumulated deficit	$ 25,329	$ 17,744
Working Capital Deficit	$ 25,329

NOTE 4 - RELATED PARTY TRANSA_2

NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	May 31, 2022
Accounts payable - related party	$ 21,344		$ 12,349
Accounts payable - related party	8,995	$ 7,104
Officer and Director
Accounts payable - related party	$ 21,344		$ 12,349

NOTE 5 - EQUITY (Details)

NOTE 5 - EQUITY (Details) - $ / shares	Nov. 30, 2022	May 31, 2022
Details
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	500,000,000	500,000,000
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	3,000,051	3,000,051
Preferred Stock, Shares Outstanding	3,000,051	3,000,051