(Mark one)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-54739
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Nevada
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47-3900562
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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3311 S. Rainbow Blvd., #135, Las Vegas, NV
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89146
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ☐
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Accelerated filer
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☐
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Non-accelerated filer ☐
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Smaller Reporting Company
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☑
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(Do not check if a smaller reporting company)
Emerging growth company ☑
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PART I
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TITLE
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Page
Number
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ITEM 1. BUSINESS
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5
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ITEM1A. RISK FACTORS
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10
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ITEM1B. UNRESOLVED STAFF COMMENTS
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19
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ITEM 2. PROPERTIES
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19
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ITEM 3. LEGAL PROCEEDINGS
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19
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ITEM 4. MINE SAFETY DISCLOSURES
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19
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PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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20
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ITEM 6. SELECTED FINANCIAL DATA
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21
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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21
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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24
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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24
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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26
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ITEM 9A. CONTROLS AND PROCEDURES
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26
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ITEM 9B. OTHER INFORMATION
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30
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PART III
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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31
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ITEM 11. EXECUTIVE COMPENSATION
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35
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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36
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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38
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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38
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PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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40
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SIGNATURES
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42
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· |
are not required to obtain an attestation report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
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· |
are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis);
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· |
are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);
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· |
are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
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· |
may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations, or MD&A;
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· |
are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and
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· |
are exempt from any PCAOB rules relating to mandatory audit firm rotation and any requirement to include an auditor discussion and analysis narrative in our audit report.
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ð |
actual or anticipated fluctuations in our quarterly or annual financial results;
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ð |
additional needs for financing;
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ð |
announcements by us or our competitors of significant acquisitions, strategic partners, joint ventures or capital commitments;
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ð |
sales of our commons stock or other securities in the open market;
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ð |
additions or departures of key personnel;
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ð |
failure of any of our initiatives;
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ð |
regulatory or political developments;
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ð |
changes in accounting principles or methodologies;
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ð |
litigation or governmental investigations;
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ð |
negative publicity about us in the media and online;
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ð |
general financial market conditions or events; and
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ð |
other events or factors, many of which are beyond our control.
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Financial Statements:
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Report of Independent Registered Public Accounting Firm
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F-1
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Balance Sheets as of May 31, 2017 and 2016
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F-3
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Statements of Operations for the Years Ended May 31, 2017 and May 31, 2016
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F-4
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Statements of Stockholders’ Equity (Deficit) for the Years Ended May 31, 2017 and May 31, 2016
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F-5
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Statements of Cash Flows for the Years Ended May 31, 2017 and May 31, 2016
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F-6
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Notes to the Financial Statements
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F-7
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May 31,
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May 31,
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|||||||
2017
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2016
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash
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$
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2,430
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$
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4,710
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||||
Prepaid expenses
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30,000
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40,000
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||||||
Inventory
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6,052
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-
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||||||
Total current assets
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38,482
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44,710
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||||||
Fixed assets, net
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1,972
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2,367
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Total assets
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$
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40,454
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$
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47,077
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$
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415
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$
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6,425
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Accounts payable - related party
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7,645
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7,509
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Accrued executive compensation
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279,955
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126,905
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Accrued interest payable - related party
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9,588
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5,013
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Notes payable
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1,000
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-
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||||||
Notes payable - related party
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46,600
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-
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||||||
Convertible debt - related party, net of discount
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91,500
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91,500
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Total current liabilities
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436,703
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237,352
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Total liabilities
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436,703
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237,352
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Stockholders' deficit:
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||||||||
Common stock, $0.001 par value, 100,000,000 shares
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||||||||
authorized, 10,540,000 and 10,540,000 shares issued and
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||||||||
10,530,000 and 10,540,000 oustanding
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||||||||
as of May 31, 2017 and 2016, respectively
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10,540
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10,540
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Additional paid in capital
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80,910
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80,910
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Treasury stock
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(1,000
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)
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-
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|||||
Accumulated deficit
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(486,699
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)
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(281,725
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)
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Total stockholders' equity
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(396,249
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)
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(190,275
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)
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Total liabilities and stockholders' equity
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$
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40,454
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$
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47,077
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For the
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For the
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|||||||
year ended
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year ended
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|||||||
May 31,
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May 31,
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|||||||
2017
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2016
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|||||||
Revenue
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$
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-
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$
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-
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||||
Operating expenses:
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||||||||
Depreciation
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395
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394
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Executive compensation
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153,750
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156,500
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General and administrative
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15,596
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24,476
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Professional fees
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30,658
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46,353
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Total operating expenses
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200,399
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227,723
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Other expense:
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Interest expense - related party
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(4,575
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)
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(29,611
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)
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Total other expense
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(4,575
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)
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(29,611
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)
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Net loss
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$
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(204,974
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)
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$
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(257,334
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)
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Weighted average number of common
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||||||||
shares outstanding - basic
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10,532,274
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10,303,579
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||||||
Net loss per share - basic
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$
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(0.02
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)
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$
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(0.02
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)
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Additional
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||||||||||||||||||||||||||||||||
Paid
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Total
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|||||||||||||||||||||||||||||||
Preferred Shares
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Common Shares
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In
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Treasury
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Accumulated
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Stockholders'
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|||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Capital
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Stock
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Deficit
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Equity
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|||||||||||||||||||||||||
Balance, May 31, 2015
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-
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$
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-
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10,000,000
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$
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10,000
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$
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27,450
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$
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-
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$
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(24,391
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)
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$
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13,059
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|||||||||||||||||
May 31, 2016
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||||||||||||||||||||||||||||||||
Issuance of common stock for cash
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-
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-
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540,000
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540
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53,460
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-
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-
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54,000
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||||||||||||||||||||||||
Net loss
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-
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-
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-
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-
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-
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-
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(257,334
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)
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(257,334
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)
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||||||||||||||||||||||
Balance, May 31, 2016
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-
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$
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-
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10,540,000
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$
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10,540
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$
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80,910
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$
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-
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$
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(281,725
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)
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$
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(190,275
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)
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||||||||||||||||
May 31, 2017
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||||||||||||||||||||||||||||||||
Purchase treasury stock
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-
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-
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-
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-
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-
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(1,000
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)
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-
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-
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|||||||||||||||||||||||
Net loss
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-
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-
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-
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-
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-
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-
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(204,974
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)
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(204,974
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)
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||||||||||||||||||||||
Balance, May 31, 2017
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-
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$
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-
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10,540,000
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$
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10,540
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$
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80,910
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$
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(1,000
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)
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$
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(486,699
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)
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$
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(395,249
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)
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For the
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For the
|
|||||||
year ended
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year ended
|
|||||||
May 31,
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May 31,
|
|||||||
2017
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net loss
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$
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(204,974
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)
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$
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(257,334
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)
|
||
Adjustments to reconcile net income
|
||||||||
to net cash used in operating activities:
|
||||||||
Stock issued for services
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-
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-
|
||||||
Amortization of beneficial conversion feature
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-
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25,023
|
||||||
Depreciation
|
395
|
394
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease in prepaid expenses
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10,000
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20,000
|
||||||
(Increase) in inventory
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(6,052
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)
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-
|
|||||
(Decrease) in accounts payable
|
(6,010
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)
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(3,575
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)
|
||||
Increase in accounts payable - related party
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136
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7,509
|
||||||
Increase in accrued executive compensation
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153,050
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126,905
|
||||||
Increase in accrued interest payable - related party
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4,575
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4,588
|
||||||
Net cash used in operating activities
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(48,880
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)
|
(76,490
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of fixed assets
|
-
|
(2,761
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)
|
|||||
Net cash used in investing activities
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-
|
(2,761
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)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from notes payable
|
2,000
|
-
|
||||||
Proceeds from notes payable - related party
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54,300
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-
|
||||||
Repayments for notes payable - related party
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(8,700
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)
|
-
|
|||||
Proceeds from the sale of common stock
|
-
|
54,000
|
||||||
Payments for purchase of treasury stock
|
(1,000
|
)
|
-
|
|||||
Net cash provided by financing activities
|
46,600
|
54,000
|
||||||
NET CHANGE IN CASH
|
(2,280
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)
|
(25,251
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)
|
||||
CASH AT BEGINNING OF PERIOD
|
4,710
|
29,961
|
||||||
CASH AT END OF PERIOD
|
$
|
2,430
|
$
|
4,710
|
||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Interest paid
|
$
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-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
Furniture and equipment
|
7 years
|
May 31,
|
May 31,
|
|||||||
2017
|
2016
|
|||||||
Furniture and equipment
|
$
|
2,761
|
$
|
2,761
|
||||
Fixed assets, total
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2,761
|
2,761
|
||||||
Less: accumulated depreciation
|
(789
|
)
|
(394
|
)
|
||||
Fixed assets, net
|
$
|
1,972
|
$
|
2,367
|
2017
|
2016
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforward
|
$
|
170,000
|
$
|
99,000
|
||||
Total deferred tax assets
|
170,000
|
99,000
|
||||||
Less: Valuation allowance
|
(170,000
|
)
|
(99,000
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
2017
|
2016
|
|||||||
Federal statutory rate
|
(35.0
|
)%
|
(35.0
|
)%
|
||||
State taxes, net of federal benefit
|
(0.00
|
)%
|
(0.00
|
)%
|
||||
Change in valuation allowance
|
35.0
|
%
|
35.0
|
%
|
||||
Effective tax rate
|
0.0
|
%
|
0.0
|
%
|
Name
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Age
|
Positions and Offices Held
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Raul Mansueto
|
67
|
Chief Executive Officer and Director
|
Josefa Gerona
|
48
|
Chief Financial Officer and Director
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2011-2015
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CEO of Cloracks Corporation
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2001-2012
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Certified General Appraisal Practitioner
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1989-2000
|
Nevada Power Company Corporate Tax Accountant and property Tax Consultant
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1987-1988
|
American Office Equipment Controller
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2011-2015
|
Director and Acting CFO, Cloracks Corporation
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2009-2013
|
Director, Clores Stand Inc.
|
2006-2008
|
Property Management Specialist, Grace Armstrong Inc
|
Fiscal
Year
|
Salary
|
Bonus
|
Awards
|
Compen-
sation
|
Total
|
|||||||||||||
Name
|
Principal Position
|
Ending
May 31
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||
Raul Mansueto
|
CEO/Director
|
2017
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
2016
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||
Josefa Gerona
|
V.P., Sec.,
|
2017
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
Treasurer
|
2016
|
0
|
0
|
0
|
0
|
0
|
TITLE OF CLASS
|
NAME OF BENEFICIAL OWNER
AND POSITION |
AMOUNT AND
NATURE OF BENEFICIAL OWNERSHIP |
PERCENT OF
CLASS BEFORE CONVERSION(1) |
|
Common Stock
|
Raul Mansueto (3)
|
7,000,000
|
66.41%
|
|
|
|
|
|
|
Common Stock
|
Josefa Gerona (4)
|
3,000,000
|
28.46%
|
|
|
|
|
|
|
DIRECTORS AND OFFICERS AS A GROUP
|
|
|
|
|
|
(2 persons)
|
10,000,000
|
94.88%
|
|
|
For the Year
Ended May 31, |
|
For the Year
Ended May 31, |
|
|
|
2017
|
|
2016
|
|
|
Audit Fees – AMC Auditing
|
$8,023
|
|
$8,023
|
|
|
Audit-Related Fees
|
-
|
|
-
|
|
|
Tax Fees
|
-
|
|
-
|
|
All Other Fees
|
-
|
|
-
|
||
|
Total
|
$8,023
|
|
$8,023
|
|
|
Page
|
|
|
|
|
Management's Report on Internal Control Over Financial Reporting
|
27
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Balance Sheets
|
F-2
|
Statements of Operations
|
F-3
|
Statements of Stockholders' Equity (Deficit)
|
F-4
|
Statements of Cash Flows
|
F-5
|
|
|
|
Incorporated by reference
|
|||
Exhibit
|
Exhibit Description
|
Filed herewith
|
Form
|
Period Ending
|
Exhibit
|
Filing Date
|
3.1
|
|
S-1
|
|
3.1
|
08/20/2015
|
|
3.2
|
|
S-1
|
|
3.2
|
08/20/2015
|
|
|
|
|
|
|
|
|
31.1
|
X
|
|
|
|
|
|
32.1
|
X
|
|
|
|
|
|
Infinity Distribution, Inc.
Registrant
|
|
|
|
|
|
|
|
Date: December 11, 2017
|
/s/ Raul Mansueto
|
|
|
Name: Raul Mansueto
|
|
|
Title: Chief Executive Officer, President,
Director, Principal Executive, Financial,
and Accounting Officer.
|
Signature
|
Title
|
|
Date
|
|
|
|
|
/s/ Raul Mansueto
(Raul Mansueto)
|
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive and
Financial and Accounting
Officer)
|
|
December 11, 2017
|
(1) |
I have reviewed this annual report on Form 10-K of Infinity Distribution, Inc.;
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5) |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Raul Mansueto
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Raul Mansueto
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Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
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Date: December 11, 2017
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(1)
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The Annual Report on Form 10-K of the Company for the quarterly period ended May 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in that Form 10-K fairly presents, in all material respects, the financial conditions and results of operations of the Company.
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/s/ Raul Mansueto
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Raul Mansueto
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Principal Executive Officer
Principal Financial Officer
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Date: December 11, 2017
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Document and Entity Information - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
Aug. 28, 2017 |
|
Document And Entity Information | ||
Entity Registrant Name | INFINITY DISTRIBUTION INC. | |
Entity Central Index Key | 0001646916 | |
Document Type | 10-K/A | |
Document Period End Date | May 31, 2017 | |
Amendment Flag | true | |
Amendment Description | Please note that this amended Form 10-K is being filed as a result of the revocation of the registration of Seale and Beers with the Public Company Accounting Oversight Board (PCAOB).AMC Auditing, the Company’s current auditors, have re-audited the year ending May 31, 2016, which had previously been audited by Seale and Beers. |
|
Current Fiscal Year End Date | --05-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 10,540,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2017 |
BALANCE SHEETS (Parenthetical) - $ / shares |
May 31, 2017 |
May 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 10,540,000 | 10,540,000 |
Common stock, outstanding | 10,530,000 | 10,540,000 |
STATEMENT OF OPERATIONS - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses: | ||
Depreciation | 395 | 394 |
Executive compensation | 153,750 | 156,500 |
General and administrative | 15,596 | 24,476 |
Professional fees | 30,658 | 46,353 |
Total operating expenses | 200,399 | 227,723 |
Other expense: | ||
Interest expense - related party | (4,575) | (29,611) |
Total other expense | (4,575) | (29,611) |
Net loss | $ (204,974) | $ (257,334) |
Weighted average number of common shares outstanding - basic (in shares) | 10,532,274 | 10,303,579 |
Net loss per share - basic (in dollars per share) | $ (0.02) | $ (0.02) |
STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) |
Preferred Shares [Member] |
Common Shares [Member] |
Additional Paid-In Capital [Member] |
Treasury Stock [Member] |
Accumulated Deficit [Member] |
Total |
---|---|---|---|---|---|---|
Beginning balance at May. 31, 2015 | $ 10,000 | $ 27,450 | $ (24,391) | $ 13,059 | ||
Beginning balance (in shares) at May. 31, 2015 | 10,000,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock for cash | $ 54,000 | 53,460 | 54,000 | |||
Issuance of common stock for cash (In shares) | 540,000 | |||||
Net loss | (257,334) | (257,334) | ||||
Ending balance at May. 31, 2016 | $ 10,540 | 80,910 | (281,725) | (190,275) | ||
Ending balance (in shares) at May. 31, 2016 | 10,540,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Purchase treasury stock | (1,000) | |||||
Net loss | (204,974) | (204,974) | ||||
Ending balance at May. 31, 2017 | $ 10,540 | $ 80,910 | $ (1,000) | $ (486,699) | $ (396,249) | |
Ending balance (in shares) at May. 31, 2017 | 10,540,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | ||
---|---|---|---|
May 31, 2017 | |||
Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization The Company was incorporated on May 8, 2015 (Date of Inception) under the laws of the State of Nevada, as Infinity Distribution, Inc.
Nature of operations The Company is planning to import and export furniture, cacoa and home goods.
Year end The Company’s year end is May 31.
Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). As of May 31, 2017, the Company had raw materials of $6,052.
Fixed assets The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows:
Revenue recognition We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.
The Company will record revenue when it is realizable and earned and the services have been rendered to the customers.
Advertising costs Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the years ended May 31, 2017 and 2016.
Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Income taxes The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of May 31, 2017 and 2016, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
The Company classifies tax-related penalties and net interest as income tax expense. As of May 31, 2017 and 2016, no income tax expense has been incurred.
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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Recent pronouncements The Company has evaluated the recent accounting pronouncements through August 2017 and believes that none of them will have a material effect on the company’s financial statements. |
GOING CONCERN |
12 Months Ended |
---|---|
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (May 8, 2015) through the period ended May 31, 2017 of ($486,699). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
PREPAID EXPENSES |
12 Months Ended |
---|---|
May 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | NOTE 3 – PREPAID EXPENSES
As of May 31, 2017 and 2016, the Company had prepaid expenses totaling $30,000 and $40,000, respectively. The prepaid professional fees will be expensed based on estimated percentage of completion for the services. During the years ended May 31, 2017 and 2016, the Company recorded amortization of $10,000 and $20,000, respectively. |
FIXED ASSETS |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
FIXED ASSETS | NOTE 4 – FIXED ASSETS
The following is a summary of fixed assets:
Depreciation expense for the years ended May 31, 2017 and 2016 was $395 and $394, respectively. |
NOTES PAYABLE |
12 Months Ended |
---|---|
May 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE
During the year ended May 31, 2017, the Company received loans totaling $2,000 and the Company repaid a total of $1,000. The loan is due upon demand and bears 0% interest. |
NOTES PAYABLE - RELATED PARTY |
12 Months Ended |
---|---|
May 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - RELATED PARTY | NOTE 6 – NOTES PAYABLE – RELATED PARTY
During the year ended May 31, 2017, the Company received loans totaling $50,950 from an officer, director and shareholder of the Company and the Company repaid a total of $5,000. The loan is due upon demand and bears 0% interest. As of May 31, 2017, the balance owed was $45,950.
During the year ended May 31, 2017, the Company received loans totaling $3,350 from an officer, director and shareholder of the Company and the Company repaid a total of $2,700. The loan is due upon demand and bears 0% interest. |
CONVERTIBLE DEBT - RELATED PARTY |
12 Months Ended |
---|---|
May 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT - RELATED PARTY | NOTE 7 – CONVERTIBLE DEBT – RELATED PARTY
On April 24, 2015, the Company executed a convertible promissory note with an officer and director for $35,000. The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19, 2016 or the next equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount was valued at $10,500 and was recorded to additional paid in capital and will be amortized over the life of the loan. As of the date of this filing, the loans are in default.
On May 8, 2015, the Company executed a convertible promissory note with an officer and director for $35,000. The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19, 2016 or the next equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount was valued at $10,500 and was recorded to additional paid in capital and will be amortized over the life of the loan. As of the date of this filing, the loans are in default.
On May 11, 2015, the Company executed a convertible promissory note with an officer and director for $21,500. The unsecured note bears interest at 5% per annum with principal and interest due on the earlier of March 19, 2016 or the next equity financing. The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. The debt discount was valued at $6,450 and was recorded to additional paid in capital and will be amortized over the life of the loan. As of the date of this filing, the loans are in default.
Interest expense for the years ended May 31, 2017 and 2016 was $4,575 and $4,588, respectively. Amortization of the beneficial conversion feature for the years ended May 31, 2017 and 2016 was $0 and $25,023, respectively. |
INCOME TAXES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | NOTE 8 – INCOME TAXES
At May 31, 2017 and 2016, the Company had a federal operating loss carryforwards of approximately $487,000 and $282,000, respectively, which begins to expire in 2035.
Components of net deferred tax assets, including a valuation allowance, are as follows at May 31, 2017 and 2016:
The valuation allowance for deferred tax assets as of May 31, 2017 and 2016 was $170,000 and $99,000, respectively, which will begin to expire in 2035. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of May 31, 2017 and 2016 and maintained a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at May 31, 2017 and 2016:
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STOCKHOLDERS' EQUITY |
12 Months Ended |
---|---|
May 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERs' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock.
Common stock During the year ended May 31, 2016, the Company sold 540,000 shares of common stock for cash of $54,000.
During January 2017, the Company repurchased 10,000 shares of common stock from an investor for $1,000. |
WARRANTS AND OPTIONS |
12 Months Ended |
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May 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
WARRANTS AND OPTIONS | NOTE 10 – WARRANTS AND OPTIONS
As of May 31, 2017 and 2016, there were no warrants or options outstanding to acquire any additional shares of common stock. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
---|---|
May 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS
As of May 31, 2017 and 2016, the Company had accounts payable totaling $7,645 and $7,509, due to two officers, directors and shareholders.
As of May 31, 2017, the Company had loans totaling $46,600 due to officers and directors.
As of May 31, 2017 and 2016, the Company had loans totaling $91,500 and $91,500, respectively, and accrued interest totaling $9,588 and $5,013, respectively, due to an officer and director. As of the date of this filing, the loans are in default.
During the years ended May 31, 2017 and 2016, the Company had executive compensation for two officers totaling $153,750 and $156,500, respectively. As of May 31, 2017 and 2016, the accrued executive compensation balance was $279,955 and $126,905, respectively. |
SUBSEQUENT EVENTS |
12 Months Ended |
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May 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS
During the months ended June and July 2017, the Company issued 150,000 shares of common stock to three investors for $15,000.
Effective July 1, 2017, the Company agreed to compensate its officers at a rate of $15,000 and $8,000 per month of which 50% is due in cash and 50% is due in shares of common stock. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended | ||
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May 31, 2017 | |||
Accounting Policies [Abstract] | |||
Organization | Organization The Company was incorporated on May 8, 2015 (Date of Inception) under the laws of the State of Nevada, as Infinity Distribution, Inc. |
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Nature of operations | Nature of operations The Company is planning to import and export furniture, cacoa and home goods. |
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Year end | Year end The Company’s year end is May 31. |
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Cash and cash equivalents | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
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Inventory | Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). As of May 31, 2017, the Company had raw materials of $6,052. |
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Fixed assets | Fixed assets The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows:
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Revenue recognition | Revenue recognition We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.
The Company will record revenue when it is realizable and earned and the services have been rendered to the customers. |
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Advertising costs | Advertising costs Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the years ended May 31, 2017 and 2016. |
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Fair value of financial instruments | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
||
Stock-based compensation | Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
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Earnings per share | Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
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Income taxes | Income taxes The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of May 31, 2017 and 2016, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
The Company classifies tax-related penalties and net interest as income tax expense. As of May 31, 2017 and 2016, no income tax expense has been incurred. |
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Use of estimates | 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
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Recent pronouncements | Recent pronouncements The Company has evaluated the recent accounting pronouncements through August 2017 and believes that none of them will have a material effect on the company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | ||
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May 31, 2017 | |||
Accounting Policies [Abstract] | |||
Schedule of depreciation periods | Depreciation periods are as follows:
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FIXED ASSETS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fixed assets | The following is a summary of fixed assets:
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INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of net deferred tax assets | Components of net deferred tax assets, including a valuation allowance, are as follows at May 31, 2017 and 2016:
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Schedule of reconciliation between the statutory rate and the effective tax rate | Reconciliation between the statutory rate and the effective tax rate is as follows at May 31, 2017 and 2016:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) |
12 Months Ended |
---|---|
May 31, 2017 | |
Furniture And Equipment [Member] | |
Depreciation periods | 7 years |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) |
May 31, 2017
USD ($)
|
---|---|
Accounting Policies [Abstract] | |
Inventory raw materials | $ 6,052 |
GOING CONCERN (Details Narrative) - USD ($) |
May 31, 2017 |
May 31, 2016 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (486,699) | $ (281,725) |
PREPAID EXPENSES (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 30,000 | $ 40,000 |
Increase in prepaid expense | $ 10,000 | $ 20,000 |
FIXED ASSETS (Details) - USD ($) |
May 31, 2017 |
May 31, 2016 |
---|---|---|
Fixed assets, total | $ 2,761 | $ 2,761 |
Less: accumulated depreciation | (789) | (394) |
Fixed assets, net | 1,972 | 2,367 |
Furniture And Equipment [Member] | ||
Fixed assets, total | $ 2,761 | $ 2,761 |
FIXED ASSETS (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 395 | $ 394 |
NOTES PAYABLE (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Proceeds from notes payable | $ 2,000 | |
0% Notes Payable [Member] | ||
Proceeds from notes payable | 2,000 | |
Repayments of notes payable | $ 1,000 | |
Description of notes maturity | The loan is due upon demand. |
NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Proceeds from notes payable - related party | $ 54,300 | |
Balance outstanding notes payable - related party | 46,600 | |
Officer, Director & Shareholder [Member] | 0% Notes Payable [Member] | ||
Proceeds from notes payable - related party | 50,950 | |
Repayments from notes payable | 5,000 | |
Balance outstanding notes payable - related party | $ 45,950 | |
Description of notes maturity | The loan is due upon demand. |
|
Officer, Director & Shareholder [Member] | 0% Notes Payable [Member] | ||
Proceeds from notes payable - related party | $ 3,350 | |
Repayments from notes payable | $ 2,700 | |
Description of notes maturity | The loan is due upon demand. |
CONVERTIBLE DEBT - RELATED PARTY (Details Narrative) - USD ($) |
12 Months Ended | ||||
---|---|---|---|---|---|
May 11, 2015 |
May 08, 2015 |
Apr. 24, 2015 |
May 31, 2017 |
May 31, 2016 |
|
Interest expense | $ 4,575 | $ 4,588 | |||
Amortization of the beneficial conversion feature | $ 0 | $ 25,023 | |||
Officer & Director [Member] | 5% Convertible Promissory Note [Member] | |||||
Debt face amount | $ 35,000 | ||||
Description of maturity date | Due on the earlier of March 19, 2016 or the next equity financing. |
||||
Description of debt discount conversion basis | The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. |
||||
Debt discount | $ 10,500 | ||||
Description of debt default | As of the date of this filing, the loans are in default. |
||||
Officer & Director [Member] | 5% Convertible Promissory Note [Member] | |||||
Debt face amount | $ 35,000 | ||||
Description of maturity date | Due on the earlier of March 19, 2016 or the next equity financing. |
||||
Description of debt discount conversion basis | The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. |
||||
Debt discount | $ 10,500 | ||||
Description of debt default | As of the date of this filing, the loans are in default. |
||||
Officer & Director [Member] | 5% Convertible Promissory Note [Member] | |||||
Debt face amount | $ 21,500 | ||||
Description of maturity date | Due on the earlier of March 19, 2016 or the next equity financing. |
||||
Description of debt discount conversion basis | The debt is convertible at a discount of 30% of the price per share of the securities sold in the next equity financing. |
||||
Debt discount | $ 6,450 | ||||
Description of debt default | As of the date of this filing, the loans are in default. |
INCOME TAXES (Details) - USD ($) |
May 31, 2017 |
May 31, 2016 |
---|---|---|
Deferred tax assets: | ||
Net operating loss carryforward | $ 170,000 | $ 99,000 |
Total deferred tax assets | 170,000 | 99,000 |
Less: Valuation allowance | (170,000) | (99,000) |
Net deferred tax assets |
INCOME TAXES (Details 1) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (35.00%) | (35.00%) |
State taxes, net of federal benefit | (0.00%) | 0.00% |
Change in valuation allowance | 35.00% | 35.00% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
May 31, 2017 |
May 31, 2016 |
||
Income Tax Disclosure [Abstract] | |||
Federal operating loss carryforwards | $ 487,000 | $ 282,000 | |
Description of expiration of valuation allowance |
|
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
May 31, 2016 |
May 31, 2017 |
Jan. 31, 2017 |
|
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Value of shares issued | $ 54,000 | ||
Number of shares repurchased | 10,000 | ||
Value of shares repurchased | $ 1,000 | $ 1,000 | |
Common Shares [Member] | |||
Number of shares issued | 540,000 | ||
Value of shares issued | $ 54,000 |
RELATED TRANSACTIONS (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
May 31, 2017 |
May 31, 2016 |
|
Accounts payable - related party | $ 7,645 | $ 7,509 |
Notes payable - related party | 46,600 | |
Convertible debt - related party, net of discount | 91,500 | 91,500 |
Accrued executive compensation | 279,955 | 126,905 |
Executive compensation | 153,750 | 156,500 |
Two Officer Director And Shareholder [Member] | ||
Accounts payable - related party | 7,645 | 7,509 |
Officer Director And Shareholder [Member] | ||
Notes payable - related party | 46,600 | |
Officer & Director [Member] | 5% Convertible Promissory Note [Member] | ||
Convertible debt - related party, net of discount | 91,500 | 91,500 |
Accrued interest | 9,588 | 5,013 |
Two Officers [Member] | ||
Accrued executive compensation | 279,955 | 126,905 |
Executive compensation | $ 153,750 | $ 156,500 |
SUBSEQUENT EVENTS (Details Narrative) - USD ($) |
2 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2017 |
Jul. 31, 2017 |
May 31, 2017 |
May 31, 2016 |
|
Value of shares issued | $ 54,000 | |||
Officers compensation, per month | $ 153,750 | $ 156,500 | ||
Subsequent Event [Member] | ||||
Officers compensation, per month | $ 15,000 | |||
Additional compensation, per month | $ 8,000 | |||
Percentage of officers compensation due in cash | 50.00% | |||
Percentage of officers compensation due in stock | 50.00% | |||
Subsequent Event [Member] | Three Investors [Member] | ||||
Number of shares issued | 150,000 | |||
Value of shares issued | $ 15,000 |
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