AiXin Life International (AIXN) 10-Q 14 Oct 14 2015 Q1 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	3 Months Ended
	Aug. 31, 2014	Oct. 14, 2014
Document Information [Line Items]	'	'
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	31-Aug-14	'
Document Fiscal Year Focus	'2015	'
Document Fiscal Period Focus	'Q1	'
Entity Registrant Name	'MERCARI COMMUNICATIONS GROUP LTD	'
Entity Central Index Key	'0000835662	'
Current Fiscal Year End Date	'--05-31	'
Entity Filer Category	'Smaller Reporting Company	'
Trading Symbol	'MCAR	'
Entity Common Stock, Shares Outstanding	'	45,411,400

BALANCE_SHEETS

BALANCE SHEETS (USD $)	Aug. 31, 2014	31-May-14
Current Assets	'	'
Cash	$3,229	$1,503
Prepaid Expense	1,348	1,348
Total Assets	4,577	2,851
Current Liabilities	'	'
Accounts Payable & Accrued Liabilities	3,556	4,124
Shareholder Advances	49,500	46,500
Total Liabilities	53,056	50,624
Stockholders' Equity	'	'
Common Stock, Par value $.00001; Authorized 950,000,000 shares, Issued 45,411,400 shares at August 31, 2014 and May 31, 2014	454	454
Paid-In Capital	158,722	158,722
Deficit accumulated during the development stage since March 1, 2004 in connection with quasi reorganization	-207,655	-206,949
Total Stockholders' Equity	-48,479	-47,773
Total Liabilities and Stockholders' Equity	$4,577	$2,851

BALANCE_SHEETS_Parenthetical

BALANCE SHEETS (Parenthetical) (USD $)	Aug. 31, 2014	31-May-14
Common stock, par value	$0.00	$0.00
Common stock, authorized shares	950,000,000	950,000,000
Common stock, issued shares	45,411,400	45,411,400

STATEMENTS_OF_OPERATIONS

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		126 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
Revenues:	$0	$0	$0
Expenses:	'	'	'
General and administrative	706	6,387	206,185
Other Income (Expense):	'	'	'
Interest expense	0	0	-1,470
Net Income (Loss)	($706)	($6,387)	($207,655)
Basic & Diluted Loss Per Share	$0	($0.00)	'
Weighted Average Shares	45,411,400	45,411,400	'

STATEMENTS_OF_CASH_FLOWS

STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended		126 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'	'
Net Loss	($706)	($6,387)	($207,655)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Increase (Decrease) in Accounts Payable	-568	2,271	-15,410
Increase (Decrease) in Accrued Interest	0	0	1,470
Increase in Prepaid Insurance	0	'	-1,348
Total Adjustments	-568	2,271	-15,288
Net Cash Used in operating activities	-1,274	-4,116	-222,943
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'	'
Net cash provided by investing activities	0	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'	'
Payments on shareholder loans	0	0	-610
Proceeds from shareholder advance	3,000	4,500	82,850
Proceeds from notes payable	0	0	20,000
Proceeds from sale of stock	0	0	68,822
Cash contributed by shareholders	0	0	55,000
Net Cash Provided by financing activities	3,000	4,500	226,062
Net Increase in Cash and Cash Equivalents	1,726	384	3,119
Cash and Cash Equivalents at Beginning of Period	1,503	42	110
Cash and Cash Equivalents at End of Period	3,229	426	3,229
Cash paid during the year for:	'	'	'
Interest	0	0	0
Franchise and income taxes	$0	$0	$0

ORGANIZATION_AND_SUMMARY_OF_SI

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Aug. 31, 2014
Accounting Policies [Abstract]	'
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	This summary of accounting policies for Mercari Communications Group, Ltd. (a development stage company) (the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
	Interim Reporting
	The unaudited financial statements as of August 31, 2014 and for the three months then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.
	Nature of Operations and Going Concern
	The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
	Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $207,655 for the period from March 1, 2004 (inception of development stage) to August 31, 2014, has no revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have been contributing capital to the Company to meet its ordinary and normal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a “going concern”.
	These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
	Organization and Basis of Presentation
	The Company was incorporated under the laws of the State of Colorado on December 30, 1987. From 1988 until early in 1990, the Company was engaged in the business of providing educational products, counseling, seminar programs, and publications such as newsletters to adults aged 30 to 50. The Company financed its business with private offerings of securities, obtaining shareholder loans, and with an underwritten initial public offering of securities registered with the Securities and Exchange Commission (“SEC”). The Company’s business failed in early 1990. The Company ceased all operating activities during the period from June 1, 1990 to November 30, 2001 and was considered dormant. During this period that the Company was dormant, it did not file required reports with the SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”). From November 30, 2001 to March 1, 2004, the Company was in the development stage. On August 3, 2004, the stockholders of the Company approved a plan of quasi-reorganization which called for a restatement of accounts to eliminate the accumulated deficit and related capital accounts on the Company’s balance sheet. The quasi-reorganization was effective March 1, 2004. Since March 1, 2004, the Company is in the development stage, and has not commenced planned principal operations.
	Nature of Business
	The Company has no products or services as of August 31, 2014. The Company is seeking merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
	Cash and Cash Equivalents
	For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
	Pervasiveness of Estimates
	The preparation of financial statements in conformity with generally accepted accounting principles required 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.
	Income Taxes
	The Company accounts for income taxes under the provisions of ASC 740-10 & 740-30 (formerly SFAS No.109, “Accounting for Income Taxes”). ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
	Loss per Share
	Basic loss per share has been computed by dividing the loss for the year applicable to the common shareholders by the weighted average number of common shares during the years. There are no outstanding common stock equivalents for August 31, 2014 and 2013 and are thus not considered.
	Concentration of Credit Risk
	The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
	Fair Value of Financial Instruments
	The carrying value of the Company’s financial instruments, including cash, accounts payable and accrued liabilities at August 31, 2014 and May 31, 2014 approximates their fair values due to the short-term nature of these financial instruments.

INCOME_TAXES

INCOME TAXES	3 Months Ended
	Aug. 31, 2014
Income Tax Disclosure [Abstract]	'
INCOME TAXES	'
	NOTE 2 - INCOME TAXES
	As of May 31, 2014, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $206,500 that may be offset against future taxable income through 2034. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.
		2014		2013
	Net Operating Losses	$	30,825	$	27,825
	Valuation Allowance		-30,825		-27,825
		$	-	$	-
	The provision for income tax differs from the amount computed using the federal US statutory income tax rate as follows:
		2014		2013
	Provision (Benefit) at US Statutory Rate	$	-3,000	$	-2,775
	Increase (Decrease) in Valuation Allowance		3,000		2,775
		$	-	$	-
	The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

DEVELOPMENT_STAGE_COMPANY

DEVELOPMENT STAGE COMPANY	3 Months Ended
	Aug. 31, 2014
Development Stage Enterprises [Abstract]	'
DEVELOPMENT STAGE COMPANY	'
	NOTE 3 - DEVELOPMENT STAGE COMPANY
	The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have been contributing capital to the Company to meet its ordinary and normal operating expenses.

COMMITMENTS

COMMITMENTS	3 Months Ended
	Aug. 31, 2014
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS	'
	NOTE 4 - COMMITMENTS
	As of August 31, 2014 all activities of the Company are conducted on a rent free basis at the corporate offices of Algodon Wines & Luxury Development Group, Inc. or “AWLD”, the majority shareholder of the Company. Currently, there are no outstanding debts owed by the Company for the use of these facilities.

COMMON_STOCK_TRANSACTIONS

COMMON STOCK TRANSACTIONS	3 Months Ended
	Aug. 31, 2014
Equity [Abstract]	'
COMMON STOCK TRANSACTIONS	'
	NOTE 5 - COMMON STOCK TRANSACTIONS
	On August 3, 2004, the Company authorized a 900 to 1 reverse stock split of the Company’s common stock. On May 29, 2008, the Company authorized a 3.5 to 1 reverse stock split of the Company’s common stock. All references to the Company’s common stock in the financial statements have been restated to reflect the reverse stock splits.
	On December 17, 2001, the Board of Directors approved the cancellation of 64,524 shares of common stock. During the year ended May 31, 2003, these shares were cancelled.
	On December 17, 2001, the Board of Directors authorized the sale of 240,945 restricted common shares at par value to three directors of the Company. The directors paid $7,590 in cash consideration for those shares. During the year ended May 31, 2003, these shares were issued.
	On January 19, 2007, the Company issued two promissory notes for $10,000 each to two nonaffiliated lenders. The notes were payable by the Company only at the time, and in the event, the Company became current in reporting obligations under the Exchange Act, as amended. At the time when the notes became payable, the Company agreed to issue and deliver to each of the two lenders 285,714 shares of the Company’s unregistered common stock. On March 9, 2007, the Company issued 571,428 shares of stock as payment for the notes payable.
	On June 18, 2007, the Company sold 142,857 shares of its common stock to Kanouff, LLC (“KLLC”), a Colorado limited liability company, for $5,000 in cash, and sold 142,857 shares of its common stock to Underwood Family Partners, Ltd. (the “Partnership”), a Colorado limited partnership, for $5,000 in cash. John P. Kanouff, a former officer and director of the Company, is the sole owner and member of KLLC; and L. Michael Underwood, a former officer and director of the Company, is the general partner of the Partnership. The Company sold such shares to KLLC and the Partnership in order to obtain working capital. The Registrant relied upon Section 4(2) of the Securities Act of 1933 as providing the exemption from registration under such Act for such transactions.
	On November 27, 2007, the Company sold 214,286 shares of its common stock to Kanouff, LLC for $7,500 in cash and sold 214,286 shares of its common stock to Underwood Family Partners, Ltd. for $7,500 in cash. The Company sold such shares to KLLC and the Partnership in order to obtain working capital. The Registrant relied upon Section 4(2) of the Securities Act of 1933 as providing the exemption from registration under such Act for such transactions.
	In connection with the 3.5 to 1 reverse stock split approved on May 29, 2008, an additional 5,729 shares of common stock were issued due to rounding provisions included in the terms of the reverse stock split. On June 4, 2008, the Company cancelled 5,729 of its outstanding shares of common stock. These shares were surrendered for cancellation by the then majority shareholders of the Company in order to offset shares issued by the Company in rounding up transactions in connection with the 3.5 to 1 reverse stock split approved on May 29, 2008.
	On November 9, 2009, pursuant to the Stock Purchase Agreement described under Note 9, Mercari offered and sold 43,822,001 shares of its common stock to AWLD. The offer and sale by the Company of the common stock to AWLD was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof. The Company made this determination based on the representations of AWLD which included, in pertinent part, that AWLD was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, that AWLD was acquiring the common stock for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that AWLD understood that the common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Aug. 31, 2014
Related Party Transactions [Abstract]	'
RELATED PARTY TRANSACTIONS	'
	NOTE 6 - RELATED PARTY TRANSACTIONS
	There are no current related party transactions other than discussed in the Company’s annual report on Form 10-K for the year ended May 31, 2014 and other previous filings as filed with the SEC.
	During the three months ended August 31, 2014, the Company received additional shareholder advances totaling $34,000 from AWLD, the Company’s parent, bringing the total advance balance to $49,500. This total advance carries no interest and is intended to be converted to equity in the future.

QUASIREORGANIZATION

QUASI-REORGANIZATION	3 Months Ended
	Aug. 31, 2014
Quasi Reorganization [Abstract]	'
QUASI-REORGANIZATION	'
	NOTE 7 - QUASI-REORGANIZATION
	On August 3, 2004, the Company approved and authorized a plan of quasi-reorganization and restatement of accounts to eliminate the accumulated deficit and related capital accounts on the Company’s balance sheet. The quasi-reorganization became effective March 1, 2004. The quasi-reorganization resulted in the elimination of $919,100 of retained deficit at the effective date of the reorganization, the elimination of $34,123 of deficit accumulated since the November 30, 2001 inception of development stage, and a decrease in additional paid-in capital of $953,223.

UNCERTAIN_TAX_POSITIONS

UNCERTAIN TAX POSITIONS	3 Months Ended
	Aug. 31, 2014
Uncertain Tax Positions Disclosure [Abstract]	'
UNCERTAIN TAX POSITIONS	'
	NOTE 8 - UNCERTAIN TAX POSITIONS
	Effective June 1, 2007, the company adopted the provisions of ASC 740-10 (formerly FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”)). ASC 740-10 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of ASC 740-10 did not have a material impact on the company’s condensed consolidated financial position and results of operations. At June 1, 2007, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.
	Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying consolidated statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended May 31, 2014. In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2010. The following describes the open tax years, by major tax jurisdiction, as of May 31, 2014:
	United States (a)	2010– Present
	(a) Includes federal as well as state or similar local jurisdictions, as applicable.

STOCK_PURCHASE_AGREEMENT

STOCK PURCHASE AGREEMENT	3 Months Ended
	Aug. 31, 2014
Stock Purchase Agreement [Abstract]	'
STOCK PURCHASE AGREEMENT	'
	NOTE 9 – STOCK PURCHASE AGREEMENT
	On November 9, 2009, we entered into and closed a Stock Purchase Agreement with Algodon Wines & Luxury Development Group, Inc., a privately-held Delaware corporation, and Kanouff, LLC and Underwood Family Partners, Ltd., the two entities which, immediately prior to closing, were the majority shareholders of the Company and which are controlled by the officers and directors of the Company, which resulted in a change in control of the Company (the “Stock Purchase”). In connection with the Stock Purchase, AWLD purchased, and the Company sold, an aggregate of 43,822,001 shares of common stock for a purchase price of $43,822, or $0.001 per share. In addition, AWLD purchased 200 shares of common stock from KLLC and 200 shares of common stock from Partnership for a purchase price of $180,000 payable to each selling shareholder, of which $105,000 was paid at closing and $75,000 was previously paid in connection with a letter of intent and related amendments. Immediately following the closing of the Stock Purchase Agreement, there were 45,411,400 shares of common stock issued and outstanding. Immediately following the closing of the Stock Purchase Agreement, AWLD owned an aggregate of 43,822,401 shares of the Company’s common stock out of the total of 45,411,400 shares of common stock issued and outstanding at the closing, or approximately 96.5% of the Company’s issued and outstanding shares.
	The Stock Purchase Agreement contains post-closing covenants whereby Mercari and AWLD agree to utilize their commercially reasonable efforts to cause Mercari to (i) remain a Section 12(g) reporting company in compliance with and current in its reporting requirements under the Exchange Act; and (ii) cause all of the assets and business or equity interest of AWLD, its subsidiaries and affiliated companies to be transferred to Mercari and, in connection with such transactions, cause Mercari’s stock to be distributed by AWLD to AWLD’s stockholders and the holders of equity interests in the affiliated companies (“Reorganization Transaction”). In connection with and contemporaneously with the Reorganization Transaction, it is anticipated that Mercari and/or AWLD will seek to obtain at least $10 million in gross proceeds from a financing (the “Financing”). If the gross proceeds from the Financing exceed $15 million at the time of the last closing of such financing, Mercari will issue additional shares of common stock to AWLD at a purchase price of $.001 per share as follows: (i) 18,164,560 additional shares if the amount of the Financing is at least $15 million and less than $20 million; or (ii) 34,058,550additional shares if the amount of the Financing is $20 million or more. After consummation of the Financing, Mercari will seek to register for resale all of the shares issued in the Financing and shares of common stock issued by Mercari from and after December 1, 2001 and prior to the date of the Stock Purchase Agreement. Mercari will use its commercially reasonable efforts to file the registration statement within 60 days after consummation of the Reorganization Transaction (“Filing Date”) and to have the registration statement become effective within 180 days after the Filing Date. If the SEC requires Mercari to reduce the number of shares included under such registration statement, any such reduction will first be made from the shares issued in the Financing. The post-closing obligations of AWLD and Mercari discussed herein are contingent upon AWLD’s good faith determination that, after taking commercially reasonable efforts, the transactions are feasible. Such determination shall take into account all relevant material factors, including without limitation, then-current economic, financial and market conditions.
	Upon closing of the Stock Purchase, Mercari experienced a change in control and a change in all the members of the Board of Directors and executive officers.
	Pursuant to the Stock Purchase Agreement, we made the following changes to our Board of Directors and executive officers:
		·	Immediately prior to the consummation of the Stock Purchase, we increased the size of our Board of Directors from two to five, and L. Michael Underwood and John P. Kanouff, our current directors, appointed Scott L. Mathis, Julian Beale and Peter Lawrence, as directors of the Company, effective at the closing. After such new directors were appointed, Messrs. Underwood and Kanouff resigned as members of our Board of Directors.
		·	Mr. Underwood resigned as President and Mr. Kanouff resigned as Secretary and Treasurer, and our Board of Directors appointed Scott L. Mathis as Chief Executive Officer and President and Tim Holderbaum as Executive Vice President, Chief Financial Officer, Treasurer and Secretary.
		·	On April 2, 2014, Tim F. Holderbaum submitted his resignation as Secretary and Treasurer of Mercari Communications Group, Ltd. (the “Company”) to be effective on May 19, 2014. On April 16, 2014, the Board of Directors of the Company appointed Mark G. Downey as Secretary and Treasurer of the Company, to be effective May 19, 2014.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Aug. 31, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 10 – SUBSEQUENT EVENTS
	The Company adopted ASC 855, and has evaluated all events occurring after August 31, 2014, the date of the most recent balance sheet, for possible adjustment to the financial statements or disclosures through October 14, 2014, which is the date on which the financial statements were issued.
	The Company has concluded that there are no other significant or material transactions to be reported for the period from September 1, 2014 to October 14, 2014.

ORGANIZATION_AND_SUMMARY_OF_SI1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Aug. 31, 2014
Accounting Policies [Abstract]	'
Interim Reporting	'
	Interim Reporting
	The unaudited financial statements as of August 31, 2014 and for the three months then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.
Nature of Operations and Going Concern	'
	Nature of Operations and Going Concern
	The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
	Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $207,655 for the period from March 1, 2004 (inception of development stage) to August 31, 2014, has no revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have been contributing capital to the Company to meet its ordinary and normal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a “going concern”.
	These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
Organization and Basis of Presentation	'
	Organization and Basis of Presentation
	The Company was incorporated under the laws of the State of Colorado on December 30, 1987. From 1988 until early in 1990, the Company was engaged in the business of providing educational products, counseling, seminar programs, and publications such as newsletters to adults aged 30 to 50. The Company financed its business with private offerings of securities, obtaining shareholder loans, and with an underwritten initial public offering of securities registered with the Securities and Exchange Commission (“SEC”). The Company’s business failed in early 1990. The Company ceased all operating activities during the period from June 1, 1990 to November 30, 2001 and was considered dormant. During this period that the Company was dormant, it did not file required reports with the SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”). From November 30, 2001 to March 1, 2004, the Company was in the development stage. On August 3, 2004, the stockholders of the Company approved a plan of quasi-reorganization which called for a restatement of accounts to eliminate the accumulated deficit and related capital accounts on the Company’s balance sheet. The quasi-reorganization was effective March 1, 2004. Since March 1, 2004, the Company is in the development stage, and has not commenced planned principal operations.
Nature of Business	'
	Nature of Business
	The Company has no products or services as of August 31, 2014. The Company is seeking merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents	'
	Cash and Cash Equivalents
	For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates	'
	Pervasiveness of Estimates
	The preparation of financial statements in conformity with generally accepted accounting principles required 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.
Income Taxes	'
	Income Taxes
	The Company accounts for income taxes under the provisions of ASC 740-10 & 740-30 (formerly SFAS No.109, “Accounting for Income Taxes”). ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
Loss per Share	'
	Loss per Share
	Basic loss per share has been computed by dividing the loss for the year applicable to the common shareholders by the weighted average number of common shares during the years. There are no outstanding common stock equivalents for August 31, 2014 and 2013 and are thus not considered.
Concentration of Credit Risk	'
	Concentration of Credit Risk
	The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments
	The carrying value of the Company’s financial instruments, including cash, accounts payable and accrued liabilities at August 31, 2014 and May 31, 2014 approximates their fair values due to the short-term nature of these financial instruments.

INCOME_TAXES_Tables

INCOME TAXES (Tables)	3 Months Ended
	Aug. 31, 2014
Income Tax Disclosure [Abstract]	'
Loss carry-forward valuation allowance	'
		2014		2013
	Net Operating Losses	$	30,825	$	27,825
	Valuation Allowance		-30,825		-27,825
		$	-	$	-
Provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows	'
	The provision for income tax differs from the amount computed using the federal US statutory income tax rate as follows:
		2014		2013
	Provision (Benefit) at US Statutory Rate	$	-3,000	$	-2,775
	Increase (Decrease) in Valuation Allowance		3,000		2,775
		$	-	$	-

ORGANIZATION_AND_SUMMARY_OF_SI2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended		126 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	Aug. 31, 2014
Net losses	($706)	($6,387)	($207,655)

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	31-May-14	31-May-13
Net Operating Losses	$30,825	$27,825
Valuation Allowance	-30,825	-27,825
Deferred Tax Asset	$0	$0

INCOME_TAXES_Details_1

INCOME TAXES (Details 1) (USD $)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	31-May-13
Provision (Benefit) at US Statutory Rate	($3,000)	($2,775)
Increase (Decrease) in Valuation Allowance	3,000	2,775
Income Tax Expense Benefit	$0	$0

INCOME_TAXES_Details_Narrative

INCOME TAXES (Details Narrative) (USD $)	12 Months Ended
	31-May-14
Net operating loss carry forward	$206,500
Operating loss carryforwards, expiration year	'2034

COMMON_STOCK_TRANSACTIONS_Deta

COMMON STOCK TRANSACTIONS (Details Narrative) (USD $)

1 Months Ended

0 Months Ended

0 Months Ended

Nov. 09, 2009

Jun. 04, 2008

29-May-08

Mar. 09, 2007

Aug. 03, 2004

Dec. 17, 2001

Jan. 19, 2007

Jan. 19, 2007

Jan. 19, 2007

Nov. 27, 2007

Jun. 18, 2007

Nov. 27, 2007

Jun. 18, 2007

Promissory Notes

Lender One

Lender Two

Kanouff, LLC

Kanouff, LLC

Underwood Family Partners, Ltd

Underwood Family Partners, Ltd

Class of Stock [Line Items]

'

'

'

'

'

'

'

'

'

'

'

'

'

Stockholders' Equity, Reverse Stock Split

'

'

'3.5 to 1

'

'900 to 1

'

'

'

'

'

'

'

'

Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period

'

5,729

'

'

'

64,524

'

'

'

'

'

'

'

Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized

'

'

'

'

'

240,945

'

'

'

'

'

'

'

Cash Consideration For Shares Authorized

'

'

'

'

'

$7,590

'

'

'

'

'

'

'

Debt Instrument, Face Amount

'

'

'

'

'

'

10,000

'

'

'

'

'

'

Unregistered Common Stock Shares Issued

'

'

'

'

'

'

'

285,714

285,714

'

'

'

'

Stock Issued During Period Shares For Notes Payable

'

'

'

571,428

'

'

'

'

'

'

'

'

'

Shares issued for cash (in shares)

43,822,001

'

'

'

'

'

'

'

'

214,286

142,857

214,286

142,857

Shares issued for cash

'

'

'

'

'

'

'

'

'

$7,500

$5,000

$7,500

$5,000

Stock Issued During Period, Shares, Reverse Stock Splits

'

'

5,729

'

'

'

'

'

'

'

'

'

'

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	3 Months Ended
	Aug. 31, 2014
Proceeds From Shareholders Advances	$49,500
Algodon Wines And Luxury Development Group	'
Proceeds From Shareholders Advances	$34,000

QUASIREORGANIZATION_Details_Na

QUASI-REORGANIZATION (Details Narrative) (USD $)	0 Months Ended
	Aug. 03, 2004
Deficit Accumulated Since Inception of Development Stage Since August 31, 2001 Prior to quasi reorganization	'
Quasi-reorganization effective March 1, 2004	$34,123
Retained Deficit	'
Quasi-reorganization effective March 1, 2004	919,100
Paid-In Capital	'
Quasi-reorganization effective March 1, 2004	$953,223

UNCERTAIN_TAX_POSITIONS_Detail

UNCERTAIN TAX POSITIONS (Details Narrative) (USD $)	12 Months Ended
	31-May-14
Unrecognized Tax Benefits, Interest on Income Taxes Expense	$0

STOCK_PURCHASE_AGREEMENT_Detai

STOCK PURCHASE AGREEMENT (Details Narrative) (USD $)	1 Months Ended			0 Months Ended		1 Months Ended
	Nov. 09, 2009	Nov. 09, 2009	Nov. 09, 2009	Nov. 27, 2007	Jun. 18, 2007	Nov. 09, 2009
		Stock Purchase Agreement	Algodon Wines And Luxury Development Group	Kanouff, LLC	Kanouff, LLC	Kanouff, LLC
			Stock Purchase Agreement			Stock Purchase Agreement
Stock Issued During Period, Shares, New Issues	43,822,001	43,822,001	'	214,286	142,857	'
Stock Issued During Period, Value, New Issues	'	$43,822	'	$7,500	$5,000	'
Sale of Stock, Price Per Share	'	$0.00	'	'	'	'
Equity Method Investment, Aggregate Cost	'	180,000	'	'	'	'
Shares, Outstanding	'	45,411,400	'	'	'	'
Shares Of Common Stock Purchased From Other Entity	'	'	200	'	'	200
Equity Method Investment Aggregate Cost Paid At Closing	'	105,000	'	'	'	'
Equity Method Investment Aggregate Cost Previously Paid	'	$75,000	'	'	'	'
Number Of Shares Owned By Awld	'	'	43,822,401	'	'	'
Percentage Of Shares Owned By Awld	'	'	96.50%	'	'	'
Reorganization Transaction Description	'	'In connection with and contemporaneously with the Reorganization Transaction, it is anticipated that Mercari and/or AWLD will seek to obtain at least $10 million in gross proceeds from a financing (the Financing). If the gross proceeds from the Financing exceed $15 million at the time of the last closing of such financing, Mercari will issue additional shares of common stock to AWLD at a purchase price of $.001 per share as follows: (i) 18,164,560 additional shares if the amount of the Financing is at least $15 million and less than $20 million; or (ii) 34,058,550additional shares if the amount of the Financing is $20 million or more.	'	'	'	'