10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended August 31, 2017

☐  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to__________

Commission File Number: 333-207163

MOMENTOUS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada	7900	32-0471741
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Suite 3, Floor 3, 148 Cambridge Heath Road,

London, E1 5QJ, United Kingdom

(address of principal executive offices)

Registrant's telephone number, including area code:   +44 744 430 1337 

IncSmart.biz, Inc.

4264 Lady Burton St.

Las Vegas, NV 89129

(Name and address of agent for service of process)

COPIES OF COMMUNICATIONS TO:

W. Scott Lawler, Booth Udall Fuller

1255 W. Rio Salado Pkwy., Ste. 215

Tempe, AZ 85281

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days ☒  Yes   ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒  Yes   ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☐	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒  Yes   ☐  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,785,000 shares as of October 3, 2017.

TABLE OF CONTENTS

		Page(s)
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements		3-5
	Notes to the unaudited Financial Statements		6-9
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3:	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4:	Controls and Procedures		13
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings		14
Item 1A:	Risk Factors		14
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3:	Defaults Upon Senior Securities		14
Item 4:	Mine Safety Disclosures		14
Item 5:	Other Information		14
Item 6:	Exhibits		14

2

PART I - FINANCIAL INFORMATION

Item. Financial Statements

Momentous Holdings Corp.

Balance Sheet

(unaudited)

	August 31,			May 31,
	2017			2017
ASSETS
Current Assets
Cash	$	3,528		$	3,967
Accounts receivable		19			40
Total Current Assets		3,547			4,007
Property & Equipment, net of accumulated depreciation of $1,027 and $948, respectively.		117			188
TOTAL ASSETS	$	3,664		$	4,195
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts payable	$	16,729		$	9,757
Advances from related party		9,999			9,930
Total Current Liabilities and Total Liabilities		26,728			19,687
Stockholders' Deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of August 31, 2017 and May 31, 2017		–			–
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,785,000 shares issued and outstanding as of August 31, 2017 and May 31, 2017		3,785			3,785
Additional paid-in capital		57,615			57,615
Accumulated deficit		(84,140	)		(76,681	)
Accumulated other comprehensive loss		(324	)		(211	)
Total Stockholders' Deficit		(23,064	)		(15,492	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,664		$	4,195

The accompanying notes are an integral part of these financial statements.

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Momentous Holdings Corp.

Statements of Comprehensive Loss

(unaudited)

	Three Months			Three Months
	Ended			Ended
	August 31,			August 31,
	2017			2016
Revenues	$	63		$	67
Operating Expenses
General and administrative expenses		7,522			10,697
Total Operating Expenses		7,522			10,697
Loss before Provision for Income Taxes		(7,459	)		(10,630	)
Provision for Income Taxes		–			–
Net Loss	$	(7,459	)	$	(10,630	)
Other Comprehensive Loss
Foreign currency translation adjustment		(113	)		(560	)
Total Comprehensive Loss		(7,572	)		(11,190	)
Net Loss per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding: Basic and Diluted		3,785,000			3,785,000

The accompanying notes are an integral part of these financial statements.

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Momentous Holdings Corp.

Statements of Cash Flows

(unaudited)

	Three Months			Three Months
	Ended			Ended
	August 31,			August 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,459	)	$	(10,630	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		72			75
Changes in assets and liabilities:
Accounts payable		6,972			(573	)
Accounts receivable		21			22
Prepaid expenses		–			561
Net cash used in operating activities		(394	)		(10,545	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments to) related party, net		69			(1,201	)
Net cash provided by (used in) financing activities		69			(1,201	)
Effect of exchange rate changes on cash		(114	)		(1,922	)
Changes in cash during the period		(439	)		(13,668	)
Cash at beginning of period		3,967			37,154
Cash at end of period	$	3,528		$	23,486

The accompanying notes are an integral part of these financial statements.

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Momentous Holdings Corp.

Notes to the Financial Statements

August 31, 2017

(Unaudited)

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

We were incorporated as Momentous Holdings Corp. (the “Company”) on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers.

Prior to forming Momentous Holdings Corp., Mr. Horan, our founder and president, operated the business as a sole proprietor under the dba “Health & Fitness Apps”. He started the business on December 2, 2013, when he purchased a computer, and started working on product designs and the company’s website. The first sales occurred in early 2014, prior to the formation of Momentous Holdings Corp. Subsequently, Mr. Horan contributed the business assets and liabilities of his sole proprietorship into Momentous Holdings Corp., in exchange for 500,000 shares of our common stock.

Our overall aim is to design, acquire and develop mobile applications (‘app/apps’) and mobile software for download by end consumers. Our goal is to have a training, health and fitness, well-being app for everyone.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

The consolidated financial statements include the financial statements of Momentous Holdings Corp., and James Horan doing business as Health & Fitness Apps which have been accounted for as a combination of entities under common control. All significant inter-company balances and transactions have been eliminated upon consolidation.

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts to the development of its business plans. The Company adopted Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017, that was filed with the SEC on July 26, 2017. The results of operations for the three months ended August 31, 2017, are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Revenue Recognition

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1. persuasive evidence of an arrangement exists;

2. the product has been shipped or the services have been rendered to the customer;

3. the sales price is fixed or determinable; and,

4. collectability is reasonably assured.

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Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Software Development cost

The Company accounts for software development costs in accordance with ASC 350-40, whereby all costs incurred during the preliminary stage of a development project should be charged to expense as incurred. Capitalization of costs begins after the preliminary stage has been completed, management commits to funding the project, it is probable that the project will be completed, and the software will be used for its intended function. All post-implementation costs are charged to expense as incurred. Accordingly, direct internal and external costs associated with the development of the features and functionality of the Company’s software, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of five years.

Net Loss Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Foreign Currency Translation

The functional currency of the Company is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss) in shareholders’ deficit.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

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NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues since inception, has an accumulated deficit of $84,140 and has incurred losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

NOTE 4 - PROPERTY AND EQUIPMENT

Property consists of equipment purchased for the production of revenues. As of:

	August 31,		May 31,
	2017		2017
Equipment	$	1,144	$	1,136
Less accumulated depreciation		1,027		948
Equipment, net	$	117	$	188

Assets are depreciated over their useful lives beginning when placed in service. Depreciation expense was $72 and $75 for the three months ended August 31, 2017 and 2016, respectively.

NOTE 5- INCOME TAXES

The reconciliation of income tax provision (benefit) at the U.S. statutory rate of 34% for the three months ended August 31, 2017 and 2016 to the Company’s effective tax rate is as follows:

	Three months ended August 31,
	2017			2016
Income tax benefit at statutory rate	$	2,536		$	3,614
Change in valuation allowance		(2,536	)		(3,614	)
Income tax provision	$	–		$	–

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of August 31, 2017 and May 31, 2017 are as follows:

	August 31, 2017			May 31, 2017
Net Operating Loss	$	28,608		$	26,072
Valuation allowance		(28,608	)		(26,072	)
Net deferred tax asset	$	–		$	–

The Company has approximately $84,100 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

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NOTE 6 - RELATED PARTY TRANSACTIONS

As of August 31, 2017 and May 31, 2017, the balance of the amounts due to the director was $9,999 and $9,930, respectively. The amounts loaned to and from the director are unsecured, non-interest bearing, and due on demand. The Company’s officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE 7 – CAPITAL STOCK

There were 3,785,000 shares of common stock issued and outstanding at August 31, 2017. There were no shares of preferred stock issued and outstanding at August 31, 2017.

NOTE 8 – CONCENTRATION

One customer accounted for 100% of total revenue earned during the three months ended August 31, 2017 and 2016. 100% of the accounts receivable is due from this customer at August 31, 2017 and May 31, 2017.

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Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Management's statements contained in this portion of the prospectus are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled “Risk Factors,” above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Our Plan for the Next 12 Months

The following is a list of business goals and milestones we wish to accomplish within the next twelve months.

· Secure necessary funds

· Product Development, Facility and Equipment

· Engage in advertising and marketing

· Hire skilled employees to complete our team

· Pay for legal and accounting costs

Our first major milestones will be securing funds and upping the scale of our production. This is our primary focus. In three years, we hope to have established our brand, apps and company in the United States, United Kingdom and internationally.

Product Development, Facility and Equipment

Should we secure sufficient funding we intend to develop our existing apps to include the following features with associated costs:

1. Add a function that allows the recording of cardiovascular exercises. This feature would cost approximately $9,000 and would take a month to implement.

2. Include the ability for users to share completed training programs via social media/networking, such as Strava, map My Run, My Fitness Plan, Twitter, Instagram and Facebook. This allows people to share their work-outs and also promotes the app. This would be achieved within a few days and would cost approximately $2,000.

We are in discussion with a developer to implement these changes by December 2017.

3. Develop a feature that provides the user with suggested exercises once a particular muscle/muscle group is chosen. Also to include the ability to show exercises previously completed to explain users delayed onset muscle soreness (DOMS). This feature would also record previous exercises completed by the user to allow progress tracking and progress reports. The cost of these additions would be approximately $25,000 and take two months to implement.

4. Add a ‘shuffle’ feature in which the app randomly suggests a full body exercise program for any given day as opposed to ‘shuffling’ between the same muscle groups as the app currently does. This would cost approximately $7,600 and would take two weeks to implement.

5. After a workout the user is asked to grade their effort, this may not be accurate, particularly in beginners. The addition of a more detailed recording function to record sets/repetitions/time with beginner, intermediate, experience variations. Due to the complexity or calculating the required algorithms this would cost approximately $11,500 and one month to implement.

6. Add an additional feature to sell products through the app to include supplements, exercise clothing, footwear etc. This feature will allow us to develop our own clothing or retail other brands and provide a secondary revenue stream. This feature will take one month to develop and will cost approximately $8,000.

7. Add a function to illustrate a male or female muscular anatomy depending on the user, currently the app only shows a male muscular illustration. This required extensive programming and could cost between $3,800 and $7,600 and could be achieved within a month.

10

As we currently outsource the development of our apps the above costs would hold true unless we employed our own developer. We estimate we could employ a proficient developer for around $55,000 per annum. This would allow us to implement the above changes and develop new apps. The cost of a new app developed by an external provider would be in excess of $25,000. Depending on our ability raise funding it may be more cost effective to employ a developer than outsource the development of our apps. This would also require us to purchase equipment and lease a facility. We suspect a suitable facility could be found for $15,000 and equipment costs would be in the region of $15,000 to include computers and software licenses.

We have begun developing our app to include features 2) and 4) above. We have outsourced the development of our app and expect the work to be completed by late 2017.

Advertising and Marketing

We intend to increase our marketing and web presence immediately/when funding is received. We intend to instruct a specialist search engine optimization (SEO) and marketing expert to help penetrate new market opportunities in the US, UK and other countries.

Our objectives are to: increase downloads of the free app globally and increase conversion rates from the ‘lite’ to the purchased version.

We estimate initially this will cost $2,750 per month for 20 hours of dedicated support. This can be increased to $4,000 per month for 50 hours and $7,300 per month for 100 hours should we raise sufficient funds. We will primarily look to focus on organic routes such as strong SEO and social media presence using Apple iTunes, Google AdWords, Facebook, Instagram and Twitter. Google AdWords for example allows you to choose where your ad appears, on which specific websites and in which geographical areas (states, towns, or even neighborhoods), allowing for targeted marketing.

We intend to scale back on advertising and marketing in the order of preference outlined above. Thus, for instance, if we intend to develop search engine optimization with less money involved in our marketing campaign. We will also consider our options with available revenues. We will implement these campaigns once we have developed our existing apps. It is important that we improve the app before increasing advertising. As sales have been seasonal we will try to develop the apps immediately to ensure marketing is implemented in line with seasonal downloads. A budget will be allocated to advertising once we have secured funding or gross profits allow within the next 3 to 6 months.

Labor

We estimate we could employ a proficient developer for around $55,000 per annum. This would allow us to implement the above changes and develop new apps. The cost of a new app developed by an external provider would be in excess of $25,000. Depending on our ability raise additional funding it may be more cost effective to employ a developer than outsource the development of our apps. We intend to continue to outsource elements of the development process as required until such a time those full time employees are financially viable. We would expect this to be within the next 12-24 months though organic growth should we not receive sufficient funding to recruit immediately. Required training will be funded through revenues or proceeds of our offering and employees will be sent on formal training courses offered by suitable industry trainers. We intend to hire new employees depending on our development needs as funds are available. We expect this will be within the next 3 to 6 months and it will be prioritized in order of merit and depending on the increase in sales. 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the year ended May 31, 2017

Results of Operations for the three months ended August 31, 2017 and 2016.

Our total revenue reported for the three months ended August 31, 2017 and 2016 were $63 and $67, respectively.

We expect revenues to increase for the year ended May 31, 2018 as a result of increased sales resulting from improved marketing, app development and new app launches. If we are able to raise money, we hope to generate revenues from new apps, advertising and merchandise sales through our existing apps.

11

Operating Expenses

Operating expenses were $7,522 and $10,697 for the three months ended August 31, 2017 and 2016, respectively. Our operating expenses for the three months ended August 31, 2017 and 2016 consisted of general and administrative expenses.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

Net Loss

Net loss for the three months ended August 31, 2017 and 2016 were $7,459 and $10,630, respectively.

Liquidity and Capital Resources

As of August 31, 2017, we had total assets of $3,664, consisting of cash of $3,528, account receivable of $19 and $117 of property and equipment. We had current liabilities of $26,728 as of August 31, 2017 consisting of an advance from related party of $9,999 and accounts payable of $16,729. Accordingly, we had a working capital deficit of $23,181 as of August 31, 2017.

Operating activities resulted in a reduction of cash of $394 for the three months ended August 31, 2017.

Our ability to operate beyond May 31, 2018, is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

Our assets at August 31, 2017 total $3,664. This amount does not provide adequate working capital for us to successfully operate our business and to service our debt. Expenses incurred to the date of this prospectus are being recorded our books as they occur. This raises substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent upon obtaining additional working capital.

Off Balance Sheet Arrangements

As of August 31, 2017, there were no off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2018, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2017 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instances Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Momentous Holdings Corp.
Date:	October 4, 2017
By:	/s/ James Horan
	James Horan
Title:	Chief Executive Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, James Horan, certify that:

1. I have reviewed this Quarterly report on Form 10-Q of Momentous Holdings, Corp.;

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 Quarterly 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 Quarterly report;

4. The small business issuer’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 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 small business issuer and have:

a) designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly 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 small business issuer’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; and

d) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’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 small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

	By:	/s/ James Horan
Date: October 4, 2017		James Horan
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Nooroa Ogden, certify that:

1. I have reviewed this report on Form 10-Q of Momentous Holdings Corp.;

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 Quarterly 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 Quarterly report;

4. The small business issuer’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 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 small business issuer and have:

a) designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly 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 small business issuer’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; and

d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’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 small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

	By:	/s/ Nooroa Ogden
Date: October 4, 2017		Nooroa Ogden
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Momentous Holdings Corp., (the "Company"), on Form 10-Q for the period ended August 31, 2017, as filed with the Securities and Exchange Commission (the "Report"), James Horan, Chief Executive Officer, and Nooroa Ogden, Chief Financial Officer, do hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ James Horan

By: James Horan

Its: Chief Executive Officer

/s/ Nooroa Ogden

Nooroa Ogden

Chief Financial Officer

October 4, 2017

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Document and Entity Information - shares	3 Months Ended
	Aug. 31, 2017	Oct. 03, 2017
Document And Entity Information
Entity Registrant Name	Momentous Holdings Corp.
Entity Central Index Key	0001653876
Document Type	10-Q
Document Period End Date	Aug. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,785,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

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Balance Sheet (Unaudited) - USD ($)	Aug. 31, 2017	May 31, 2017
Current Assets
Cash	$ 3,528	$ 3,967
Accounts receivable	19	40
Total Current Assets	3,547	4,007
Property & Equipment, net of accumulated depreciation of $1,027 and $948, respectively.	117	188
TOTAL ASSETS	3,664	4,195
Current Liabilities
Accounts payable	16,729	9,757
Advances from related party	9,999	9,930
Total Current Liabilities	26,728	19,687
Total Liabilities	26,728	19,687
Stockholders' Deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of August 31, 2017 and May 31, 2017	0	0
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,785,000 shares issued and outstanding as of August 31, 2017 and May 31, 2017	3,785	3,785
Additional paid-in capital	57,615	57,615
Accumulated deficit	(84,140)	(76,681)
Accumulated other comprehensive loss\	(324)	(211)
Total Stockholders' Deficit	(23,064)	(15,492)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 3,664	$ 4,195

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Balance Sheet (Unaudited) (Parenthetical) - USD ($)	Aug. 31, 2017	May 31, 2017
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 1,027	$ 948
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	3,785,000	3,785,000
Common stock, shares outstanding	3,785,000	3,785,000

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Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Income Statement [Abstract]
Revenues	$ 63	$ 67
Operating Expenses
General and administrative expenses	7,522	10,697
Total Operating Expenses	7,522	10,697
Loss before Provision for Income Taxes	(7,459)	(10,630)
Provision for Income Taxes	0	0
Net Loss	(7,459)	(10,630)
Other Comprehensive Loss
Foreign currency translation adjustment	(113)	(560)
Total Comprehensive Loss	$ (7,572)	$ (11,190)
Net Loss per Share: Basic and Diluted	$ (0.00)	$ (0.00)
Weighted Average Number of Shares Outstanding: Basic and Diluted	3,785,000	3,785,000

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (7,459)	$ (10,630)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	72	75
Changes in assets and liabilities:
Accounts payable	6,972	(573)
Accounts receivable	21	22
Prepaid expenses	0	561
Net cash used in operating activities	(394)	(10,545)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments to) related party, net	69	(1,201)
Net cash provided by (used in) financing activities	69	(1,201)
Effect of exchange rate changes on cash	(114)	(1,922)
Changes in cash during the period	(439)	(13,668)
Cash at beginning of period	3,967	37,154
Cash at end of period	$ 3,528	$ 23,486

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1. Organization, Description of Business and Principles of Consolidation

3 Months Ended

Aug. 31, 2017

Accounting Policies [Abstract]

Organization, Description of Business and Principles of Consolidation

We were incorporated as Momentous Holdings Corp. (the “Company”) on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers.

Prior to forming Momentous Holdings Corp., Mr. Horan, our founder and president, operated the business as a sole proprietor under the dba “Health & Fitness Apps”. He started the business on December 2, 2013, when he purchased a computer, and started working on product designs and the company’s website. The first sales occurred in early 2014, prior to the formation of Momentous Holdings Corp. Subsequently, Mr. Horan contributed the business assets and liabilities of his sole proprietorship into Momentous Holdings Corp., in exchange for 500,000 shares of our common stock.

Our overall aim is to design, acquire and develop mobile applications (‘app/apps’) and mobile software for download by end consumers. Our goal is to have a training, health and fitness, well-being app for everyone.

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2. Summary of Significant Accounting Policies

3 Months Ended

Aug. 31, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of presentation 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

The consolidated financial statements include the financial statements of Momentous Holdings Corp., and James Horan doing business as Health & Fitness Apps which have been accounted for as a combination of entities under common control. All significant inter-company balances and transactions have been eliminated upon consolidation.

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts to the development of its business plans. The Company adopted Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017, that was filed with the SEC on July 26, 2017. The results of operations for the three months ended August 31, 2017, are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Revenue Recognition

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1. persuasive evidence of an arrangement exists;

2. the product has been shipped or the services have been rendered to the customer;

3. the sales price is fixed or determinable; and,

4. collectability is reasonably assured.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Software Development cost

The Company accounts for software development costs in accordance with ASC 350-40, whereby all costs incurred during the preliminary stage of a development project should be charged to expense as incurred. Capitalization of costs begins after the preliminary stage has been completed, management commits to funding the project, it is probable that the project will be completed, and the software will be used for its intended function. All post-implementation costs are charged to expense as incurred. Accordingly, direct internal and external costs associated with the development of the features and functionality of the Company’s software, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of five years.

Net Loss Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Foreign Currency Translation

The functional currency of the Company is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss) in shareholders’ deficit.

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

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3. Going Concern

3 Months Ended

Aug. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues since inception, has an accumulated deficit of $84,140 and has incurred losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

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4. Property and Equipment

3 Months Ended

Aug. 31, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment

Property consists of equipment purchased for the production of revenues. As of:

	August 31,		May 31,
	2017		2017
Equipment	$	1,144	$	1,136
Less accumulated depreciation		1,027		948
Equipment, net	$	117	$	188

Assets are depreciated over their useful lives beginning when placed in service. Depreciation expense was $72 and $75 for the three months ended August 31, 2017 and 2016, respectively.

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5. Income Taxes

3 Months Ended

Aug. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

The reconciliation of income tax provision (benefit) at the U.S. statutory rate of 34% for the three months ended August 31, 2017 and 2016 to the Company’s effective tax rate is as follows:

	Three months ended August 31,
	2017			2016
Income tax benefit at statutory rate	$	2,536		$	3,614
Change in valuation allowance		(2,536	)		(3,614	)
Income tax provision	$	–		$	–

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of August 31, 2017 and May 31, 2017 are as follows:

	August 31, 2017			May 31, 2017
Net Operating Loss	$	28,608		$	26,072
Valuation allowance		(28,608	)		(26,072	)
Net deferred tax asset	$	–		$	–

The Company has approximately $84,100 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

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6. Related Party Transactions

3 Months Ended

Aug. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

As of August 31, 2017 and May 31, 2017, the balance of the amounts due to the director was $9,999 and $9,930, respectively. The amounts loaned to and from the director are unsecured, non-interest bearing, and due on demand. The Company’s officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

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7. Capital Stock

3 Months Ended

Aug. 31, 2017

Equity [Abstract]

Capital Stock

There were 3,785,000 shares of common stock issued and outstanding at August 31, 2017. There were no shares of preferred stock issued and outstanding at August 31, 2017.

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8. Concentration

3 Months Ended

Aug. 31, 2017

Risks and Uncertainties [Abstract]

Concentration

One customer accounted for 100% of total revenue earned during the three months ended August 31, 2017 and 2016. 100% of the accounts receivable is due from this customer at August 31, 2017 and May 31, 2017.

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2. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Aug. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

The consolidated financial statements include the financial statements of Momentous Holdings Corp., and James Horan doing business as Health & Fitness Apps which have been accounted for as a combination of entities under common control. All significant inter-company balances and transactions have been eliminated upon consolidation.

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts to the development of its business plans. The Company adopted Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017, that was filed with the SEC on July 26, 2017. The results of operations for the three months ended August 31, 2017, are not necessarily indicative of the results to be expected for the full year.

Use of estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Revenue Recognition

Revenue Recognition

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1. persuasive evidence of an arrangement exists;

2. the product has been shipped or the services have been rendered to the customer;

3. the sales price is fixed or determinable; and,

4. collectability is reasonably assured.

Income Taxes

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Software Development Cost

Software Development cost

The Company accounts for software development costs in accordance with ASC 350-40, whereby all costs incurred during the preliminary stage of a development project should be charged to expense as incurred. Capitalization of costs begins after the preliminary stage has been completed, management commits to funding the project, it is probable that the project will be completed, and the software will be used for its intended function. All post-implementation costs are charged to expense as incurred. Accordingly, direct internal and external costs associated with the development of the features and functionality of the Company’s software, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of five years.

Net Loss Per Share

Net Loss Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Company is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss) in shareholders’ deficit.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

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4. Property and Equipment (Tables)

3 Months Ended

Aug. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	August 31,		May 31,
	2017		2017
Equipment	$	1,144	$	1,136
Less accumulated depreciation		1,027		948
Equipment, net	$	117	$	188

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5. Income Taxes (Tables)

3 Months Ended

Aug. 31, 2017

Income Tax Disclosure [Abstract]

Reconciliation of income tax provision (benefit)

	Three months ended August 31,
	2017			2016
Income tax benefit at statutory rate	$	2,536		$	3,614
Change in valuation allowance		(2,536	)		(3,614	)
Income tax provision	$	–		$	–

Schedule of deferred tax assets

	August 31, 2017			May 31, 2017
Net Operating Loss	$	28,608		$	26,072
Valuation allowance		(28,608	)		(26,072	)
Net deferred tax asset	$	–		$	–

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2. Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
Software estimated life	5 years

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3. Going Concern (Details Narrative) - USD ($)	Aug. 31, 2017	May 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (84,140)	$ (76,681)

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4. Property and Equipment (Details) - USD ($)	Aug. 31, 2017	May 31, 2017
Property, Plant and Equipment [Abstract]
Equipment	$ 1,144	$ 1,136
Less accumulated depreciation	1,027	948
Equipment, net	$ 117	$ 188

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4. Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 72	$ 75

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5. Income Taxes (Details - Income tax expense) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Income Tax Disclosure [Abstract]
Income tax benefit at statutory rate	$ 2,536	$ 3,614
Change in valuation allowance	(2,536)	(3,614)
Income tax provision	$ 0	$ 0

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5. Income Taxes (Details - Deferred tax assets) - USD ($)	Aug. 31, 2017	May 31, 2017
Income Tax Disclosure [Abstract]
Net Operating Loss	$ 26,608	$ 26,072
Valuation allowance	(26,608)	(26,072)
Net deferred tax asset	$ 0	$ 0

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5. Income Taxes (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2017	May 31, 2017
Income Tax Disclosure [Abstract]
U.S. statutory tax rate	34.00%	34.00%
Net operating loss carryforward	$ 84,100
Operating loss carryforward expiration date	Dec. 31, 2037

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6. Related Party Transactions (Details Narrative) - USD ($)	Aug. 31, 2017	May 31, 2017
Related Party Transactions [Abstract]
Amounts due to a director	$ 9,999	$ 9,930

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7. Capital Stock (Details Narrative) - shares	Aug. 31, 2017	May 31, 2017
Equity [Abstract]
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares issued	3,785,000	3,785,000
Common stock, shares outstanding	3,785,000	3,785,000

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8. Concentration (Details Narrative)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Risks and Uncertainties [Abstract]
Concentration of revenue from one client	100.00%	100.00%