Document and Entity Information
Document and Entity Information | 12 Months Ended |
May 31, 2018USD ($)shares | |
Cover [Abstract] | |
Entity Registrant Name | AMPERICO CORP |
Entity Central Index Key | 0001554054 |
Document Type | 10-K |
Document Period End Date | May 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --05-31 |
Entity File Number | 333-182728 |
Entity Incorporation State Country Code | NV |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Entity Shell Company | true |
Entity Public Float | $ | $ 0 |
Entity Common Stock, Shares Outstanding | shares | 2,696 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2018 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | May 31, 2018 | May 31, 2017 |
Current Assets | ||
Cash | ||
Total Current Assets | ||
Total Assets | 0 | 0 |
Current Liabilities | ||
Accounts payable and accrued expenses | 10,216 | 9,016 |
Loans payable | 35,600 | 35,600 |
Interest payable | 2,067 | 67 |
Due to related parties | 652 | 652 |
Total Liabilities | 48,535 | 45,335 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 2,696 and 2,696 shares issued and outstanding as of May 31, 2018 and 2017, respectively | 3 | 3 |
Additional paid in capital | 21,797 | 21,797 |
Accumulated deficit | (70,335) | (67,135) |
Total Stockholders' Deficit | (48,535) | (45,335) |
Total Liabilities and Stockholder's Deficit | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2018 | May 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 2,696 | 2,696 |
Common stock, outstanding | 2,696 | 2,696 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of Goods Sold | ||
Gross Profit | ||
Operating Expenses: | ||
General and administrative | 1,200 | 1,346 |
Professional fees | 22,000 | |
Total operating expenses | 1,200 | 23,346 |
Loss from operations | (1,200) | (23,346) |
Other Income (Expense) | ||
Other income | 16,427 | |
Interest expense | (2,000) | (867) |
Total other income (expense) | (2,000) | 15,560 |
Net Income (Loss) Before Income Taxes | (3,200) | (7,786) |
Income tax | ||
Net Income (Loss) After Income Taxes | $ (3,200) | $ (7,786) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted (in shares) | 2,696 | 2,696 |
Income (Loss) per Common Share - Basic and Diluted (in dollars per share) | $ (1.19) | $ (2.89) |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at May. 31, 2016 | $ 3 | $ 21,797 | $ (59,349) | $ (37,549) |
Balance at beginning (in shares) at May. 31, 2016 | 2,696 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (7,786) | (7,786) | ||
Balance at ending at May. 31, 2017 | $ 3 | 21,797 | (67,135) | (45,335) |
Balance at ending (in shares) at May. 31, 2017 | 2,696 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (3,200) | (3,200) | ||
Balance at ending at May. 31, 2018 | $ 3 | $ 21,797 | $ (70,335) | $ (48,535) |
Balance at ending (in shares) at May. 31, 2018 | 2,696 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Cash Flows From Operating Activities | ||
Net income(loss) | $ (3,200) | $ (7,786) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 1,200 | (5,654) |
Interest payable | 2,000 | (1,580) |
Net Cash Provided By (Used In) Operating Activities | (15,020) | |
Cash Flows From Investing Activities | ||
Cash Flows From Financing Activities | ||
Increase in loans payable | 15,000 | |
Increase (decrease) in due to related parties | 20 | |
Net Cash Provided By (Used In) Financing Activities | 15,020 | |
Net Increase (Decrease) In Cash | ||
Cash, Beginning of Period | ||
Cash, End of Period | ||
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Amperico Corp. (the “Company”) was incorporated under the laws of the State of Nevada on December 20, 2011. The Company is a Nevada corporation organized for the purpose of engaging in any lawful business. From inception in 2011 through March 12, 2014, the Company was in the business of developing on-site web-state analytical software designed to capture customer's behavior and feedback on the visited websites. On March 12, 2014, the Company signed a letter of intent to acquire intellectual property through an Intellectual Property License Agreement from SecureCom Plus Limited, a non-related company based in Hong Kong. The closing of the contemplated transactions as per the letter of intent was to occur on or before April 11, 2014. The closing was extended to April 30, 2014 by mutual agreement of all parties, and ultimately did not occur. From May 1, 2014 through May 31, 2018, the Company’s activities consisted solely of seeking other business opportunities and potential merger candidates, none of which materialized. The Company has no business operations, and very limited assets or capital resources. The Company's business plan is to seek one or more potential business ventures that, in the opinion of management, may warrant involvement by the Company. The Company recognizes that because of its limited financial, managerial and other resources, the type of suitable potential business ventures which may be available to it will be extremely limited. The Company's principal business objective will be to seek long-term growth potential in the business venture in which it participates rather than to seek immediate, short-term earnings. In seeking to attain the Company's business objective, it will not restrict its search to any particular business or industry but may participate in business ventures of essentially any kind or nature. The Company will not restrict its search for any specific kind of firms but may participate in a venture in its preliminary or development stage, may participate in a business that is already in operation or in a business in various stages of its corporate existence. It is impossible to predict at this stage the status of any venture in which the Company may participate, in that the venture may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. In some instances, the business endeavors may involve the acquisition of or merger with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding as well as identifying a sustainable and profitable business model. Subsequent to the reporting period of these financial statements, the Company identified an opportunity in the cryptocurrency industry and now has two wholly owned subsidiaries. Refer to NOTE 8 – SUBSEQUENT EVENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is May 31. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of May 31, 2018, the Company had $0 in cash. As of May 31, 2017, the Company had $0 in cash. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at May 31, 2018 or 2017. Income Taxes Income taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Provision for income taxes consists of federal and state income taxes in the United States. Due to the uncertainty as to the realization of benefits from our deferred tax assets, including net operating loss carry-forwards and other tax credits, we have a full valuation allowance reserved against such assets. We expect to maintain this full valuation allowance at least in the near term. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for years ended May 31, 2018 and 2017. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Basic Income (Loss) Per Share The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended May 31, 2018 and 2017: For the Year Ended May 31, 2018 2017 Basic loss per common share Numerator: Net income(loss) available to common shareholders $ (3,200 ) $ (7,786 ) Denominator: Weighted average common shares outstanding 2,696 2,696 Basic Income (loss) per common share $ (1.19 ) $ (2.89 ) Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. Recent Accounting Pronouncements Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
May 31, 2018 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK Common stock: As of May 31, 2018, the Company had authorized a total of 1,000,000,000 shares of common stock, par value $0.001 per share. There was no common stock issued during the fiscal years ended May 31, 2018 and 2017. As of May 31, 2018, and 2017, a total of 2,696 shares of common stock were issued and outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS As at May 31, 2018 and 2017, the Company owes $652 and $632, respectively, to the President and Director of the Company for working capital advances. The amounts owing are unsecured, non-interest bearing, and due on demand. The imputed interest is deemed immaterial as of May 31, 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES The provision (benefit) for income taxes for the years ended May 31, 2018 and 2017 consists of the following: 2018 2017 Current Federal $ - $ - State - - Deferred Federal (1,088 ) (2,648 ) State (106 ) (260 ) Change in valuation allowance 1,194 2,908 Total $ - $ - For the years ended May 31, 2018 and 2017, the Company's income tax rate computed at the statutory federal rate of 34% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. 2018 2017 Income tax at statutory rate 34.00 % 34.00 % State income taxes, net of federal benefit 3.30 3.30 Change in valuation allowance (37.30 ) (37.30 ) Total 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not 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 Management's evaluation, the net deferred tax asset was offset by a full valuation allowance in all periods presented. The Company's deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and tax liabilities as of May 31, 2018 and 2017 are as follows: 2018 2017 Net operating loss $ 3,200 $ 7,786 Amortization of organization costs - - Gross deferred tax assets 3,200 7,786 Less: Valuation allowance (3,200 ) (7,786 ) Net deferred tax asset $ - $ - As of May 31, 2018, the Company had a net operating loss carry-forward of approximately $70,000 which may be used to offset future taxable income and begins to expire in 2038. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 6 GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has not generated any revenues as of May 31, 2018. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
May 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 18, 2019, there were no pending or threatened lawsuits. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On April 23, 2019, the Board of Directors and the majority shareholder of the Company approved a Plan of Conversion of the Company from a Nevada corporation into a Bahamas corporation (the “Plan”). The Company filed Articles of Continuation (the “Bahamas Articles of Continuation”) in such form as required by the provisions of Chapter 309, Part VIII, Sections 84-88 of the Bahamas International Business Companies Act, as amended (the "Bahamas Law") with the Registrar of Companies in the Bahamas as provided in the Bahamas Law, and Articles of Conversion (the “Nevada Articles of Conversion”) in such form as required by the provisions of Section 92A. 205 of the Nevada Revised Statutes (“Nevada Law”) with the Secretary of State of the State of Nevada. In accordance with the Plan, upon the effective time of conversion, the Articles of Incorporation and Bylaws of the Company currently in place shall be replaced by the Bahamas Articles of Continuation and Articles of Association respectively, to comply in all respects with the applicable provisions of Bahamas Law. In addition, and in accordance with the Plan, the Bahamas Articles of Continuation, and Articles of Association, the following changes were approved on April 23, 2019 and become effective upon the effective time of conversion: • The Company’s name changed from Amperico Corp. to Bitsian Ltd. • The authorized common shares of the Company increased from 500,000,000 to 1,000,000,000. • The outstanding common shares of the Company decreased from 134,400,000 to 2,696 on a pro rata basis as a result of a 50,000 to 1 reverse split in which any fractional shares shall be rounded up (NOTE: the effects have been applied on a retroactive basis in these financial statements). The Company received its Certificate of Continuation from the Registrar of Companies in the Bahamas on May 13, 2019, with an effective time of conversion of April 30, 2019. The Company plans to file the foregoing changes with FINRA, but there is no guarantee FINRA will effectuate the changes. Bitsian Inc. Transaction On June 11, 2019, the Company issued a total of 300,000,000 shares of common stock to seven individuals and two companies (collectively referred to as the “Bitsian Shareholders”) as full consideration for the acquisition of a 100% interest in Bitsian Inc. (hereinafter referred to as "Bitsian"), a Delaware corporation based in New York. The Company, Bitsian, and the Bitsian Shareholders entered into a share exchange agreement on June 7, 2019 whereby the Bitsian Shareholders exchanged their shares in Bitsian for shares in the Company. The Bitsian Shareholders represented a total of 100% of the issued and outstanding share capital in Bitsian. Bitsian Inc. was recently formed to develop, own and operate the PriceCoin Platform, an online platform whereby users will be able to buy and sell crypto currencies on a variety of exchanges through one simple interface. The PriceCoin Platform will initially be accessible by institutional investors and upon receiving all regulatory approvals to global investors and will be available in web format. Coin Trader Ltd. Transaction On June 11, 2019, the Company issued a total of 300,000,000 shares of common stock to three individuals and two companies (collectively referred to as the “Coin Trader Shareholders”) as full consideration for the acquisition of a 100% interest in Coin Trader Ltd. (hereinafter referred to as "Coin Trader"), a company incorporated and based in the Bahamas. The Company, Coin Trader, and the Coin Trader Shareholders entered into a share exchange agreement on June 7, 2019 whereby the Coin Trader Shareholders exchanged their shares in Coin Trader for shares in the Company. The Coin Trader Shareholders represented a total of 100% of the issued and outstanding share capital in Coin Trader. Coin Trader was recently formed to develop, own and operate the CoinTraders Platform, an online exchange whereby users will be able to buy and sell crypto currencies, utility tokens, and other digital assets. The CoinTraders Platform will be accessible by non-US investors and will be available in both web and mobile formats. Users will have access to over 100 crypto pairs and will be able to fund their accounts with fiat currency. There will be no deposit or withdrawal limits and the CoinTraders Platform will simplify utility token offerings. In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to May 31, 2017 to the date these financial statements were available to be issued, and has determined that there are no additional material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is May 31. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of May 31, 2018, the Company had $0 in cash. As of May 31, 2017, the Company had $0 in cash. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company adopted the provisions of FASB ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. The Company had no assets or liabilities other than derivative liabilities measured at fair value on a recurring basis at May 31, 2018 or 2017. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Provision for income taxes consists of federal and state income taxes in the United States. Due to the uncertainty as to the realization of benefits from our deferred tax assets, including net operating loss carry-forwards and other tax credits, we have a full valuation allowance reserved against such assets. We expect to maintain this full valuation allowance at least in the near term. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for years ended May 31, 2018 and 2017. |
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 and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share is computed by dividing net loss available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method. The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended May 31, 2018 and 2017: For the Year Ended May 31, 2018 2017 Basic loss per common share Numerator: Net income(loss) available to common shareholders $ (3,200 ) $ (7,786 ) Denominator: Weighted average common shares outstanding 2,696 2,696 Basic Income (loss) per common share $ (1.19 ) $ (2.89 ) |
Risk and Uncertainties | Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of basic and diluted earnings (loss) per common share | The following is a reconciliation of basic and diluted earnings (loss) per common share for the years ended May 31, 2018 and 2017: For the Year Ended May 31, 2018 2017 Basic loss per common share Numerator: Net income(loss) available to common shareholders $ (3,200 ) $ (7,786 ) Denominator: Weighted average common shares outstanding 2,696 2,696 Basic Income (loss) per common share $ (1.19 ) $ (2.89 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes for the years ended May 31, 2018 and 2017 consists of the following: 2018 2017 Current Federal $ - $ - State - - Deferred Federal (1,088 ) (2,648 ) State (106 ) (260 ) Change in valuation allowance 1,194 2,908 Total $ - $ - |
Schedule of income tax rate computed | For the years ended May 31, 2018 and 2017, the Company's income tax rate computed at the statutory federal rate of 34% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. 2018 2017 Income tax at statutory rate 34.00 % 34.00 % State income taxes, net of federal benefit 3.30 3.30 Change in valuation allowance (37.30 ) (37.30 ) Total 0.00 % 0.00 % |
Schedule of deferred tax assets and tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and tax liabilities as of May 31, 2018 and 2017 are as follows: 2018 2017 Net operating loss $ 3,200 $ 7,786 Amortization of organization costs - - Gross deferred tax assets 3,200 7,786 Less: Valuation allowance (3,200 ) (7,786 ) Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Numerator: | ||
Net income(loss) available to common shareholders | $ (3,200) | $ (7,786) |
Denominator: | ||
Weighted average common shares outstanding | 2,696 | 2,696 |
Basic Income (loss) per common share | $ (1.19) | $ (2.89) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 31, 2018 | May 31, 2017 | May 31, 2016 |
Accounting Policies [Abstract] | |||
Cash |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | May 31, 2018 | May 31, 2017 |
Equity [Abstract] | ||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued | 2,696 | 2,696 |
Common stock, outstanding | 2,696 | 2,696 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | May 31, 2018 | May 31, 2017 |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 652 | $ 652 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Current | ||
Federal | ||
State | ||
Deferred | ||
Federal | (1,088) | (2,648) |
State | (106) | (260) |
Change in valuation allowance | 1,194 | 2,908 |
Total |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax at statutory rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | 3.30% | 3.30% |
Change in valuation allowance | (37.30%) | (37.30%) |
Total | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | May 31, 2018 | May 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 3,200 | $ 7,786 |
Amortization of organization costs | ||
Gross deferred tax assets | 3,200 | 7,786 |
Less: Valuation allowance | (3,200) | (7,786) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax at statutory federal rate | 34.00% | 34.00% |
Net operating loss carry-forward | $ 70,000 | |
Limitations on use of operating loss carry forwards | 2038 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Jun. 11, 2019 | Apr. 23, 2019 | May 31, 2018 | May 31, 2017 |
Subsequent Event [Line Items] | ||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | ||
Common stock, outstanding | 2,696 | 2,696 | ||
Subsequent Event [Member] | Plan of Conversion [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, previous authorized | 500,000,000 | |||
Common stock, authorized | 1,000,000,000 | |||
Common stock, previous outstanding | 134,400,000 | |||
Common stock, outstanding | 2,696 | |||
Reverse stock split | A 50,000 to 1 reverse split in which any fractional shares shall be rounded up. | |||
Bitsian Inc. Transaction [Member] | Seven Individuals and Two Companies [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in business acquisition | 300,000,000 | |||
Percentage of voting interests acquired | 100.00% | |||
Coin Trader Ltd. [Member] | Three Individuals and Two Companies [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in business acquisition | 300,000,000 | |||
Percentage of voting interests acquired | 100.00% |