| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”).The preparation of 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 financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely
responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing
and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded
transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner
to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for
the respective periods being presented. Use
of Estimates The
preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Principals
of Consolidation The
consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances
and transactions have been eliminated. Cash
and Cash Equivalents The
Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents”, and considers all highly
liquid investments with an original maturity of three months or less to be cash equivalents. Convertible
Instruments The
Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815
“Derivatives and Hedging Activities”. Applicable
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative
financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics
and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the
host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not
re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and © a separate
instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company
accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from
their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of
conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at
the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these
arrangements are amortized over the term of the related debt to their stated date of redemption. Deferred
Income Taxes and Valuation Allowance The
Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 those 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 the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax
assets through future operations. No deferred tax assets or liabilities were recognized at, 2021. Based on its evaluation, the Company
has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s
evaluation was performed for the tax years ended May 31, 2023, 2022 and 2021 for U.S. Federal Income Tax and for the State of Nevada
The Company has net operating loss carry forwards in the amount of approximately $ 1,499,109 520,570 . Financial
Instruments The
Company’s balance sheet is limited to organizational startup costs due to its inception in December 2020. ASC 820, “Fair
Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes
between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and
(2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described below: Level–1
- Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities. Level
2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities
in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);
and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level
3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of November 30, 2023. The respective carrying
value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these
instruments. The
Company does not have any assets or liabilities measured at fair value on a recurring basis. Warrants On
June 29, 2021, the Company entered into a subscription agreement with a third party who agreed to purchase 1,440,000 45,000 378,000 126,000 .50 126,000 .75 126,000 .90 On
July 3, 2021, the Company entered into a subscription agreement with a third party who agreed to purchase 1,600,000 50,000 420,000 140,000 .50 140,000 .75 140,000 .90 During
the months ended August 31, 2023, the Company entered into several subscription agreements with a third parties who agreed to purchase
1,195,250 410,000 297,600 148,800 .65 148,800 .90 1,118,100 0.72 3.0 zero Long-lived
Assets Long-lived
assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances
indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are
recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value
of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not
recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and
fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows
discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment
losses for any periods presented. As of August 31, 2023, the Company does not have any Long-Lived Assets. Property
and Equipment The
Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Equipment is stated at cost less accumulated
depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets ( 3 Related
Parties The
Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of
related party transactions. Stock-Based
Compensation FASB ASC 718 “Compensation – Stock Compensation,”
prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines
if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in
cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation
is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized
as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the
provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions
with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the
equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier performance commitment date
or performance completion date. For stock-based transaction, as of August 31, 2023, the company issued shares for services at par value
since the stock is has no established market price at this time. Earnings (loss) per share Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the
weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially
dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options
and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares
are considered anti-dilutive and thus are excluded from the calculation. At November 30, 2023, the Company had 1,000,600 Recently
Issued Accounting Pronouncements We
have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof
that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new
pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles
will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability
of any standard is subject to the formal review of our financial management and certain standards are under
consideration. |
