Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2019 | Oct. 07, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Startech Labs, Inc. | |
Entity Central Index Key | 0001584480 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Aug. 31, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 148,433 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Aug. 31, 2019 | May 31, 2019 |
Current Assets | ||
Total Assets | ||
Current Liabilities | ||
Accounts payable and accrued liabilities | 3,173 | 3,747 |
Accrued interest | 5,230 | |
Due to related parties | 81,859 | |
Convertible notes | 96,576 | |
Total Current Liabilities | 104,979 | 85,606 |
Total Liabilities | 104,979 | 85,606 |
STOCKHOLDERS' DEFICIT | ||
Common Stock: $0.001 par value, 75,000,000 shares authorized, 148,433 shares issued and outstanding | 148 | 148 |
Additional paid-in capital | 117,211 | 71,465 |
Accumulated deficit | (222,338) | (157,219) |
Total Stockholders' Deficit | (104,979) | (85,606) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2019 | May 31, 2019 |
STOCKHOLDERS' DEFICIT | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 148,433 | 148,433 |
Common stock, shares outstanding | 148,433 | 148,433 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
STATEMENTS OF OPERATIONS (Unaudited) | ||
Revenues | ||
Cost of Goods Sold | ||
Gross Profit | ||
Operating Expenses | ||
General and administration | 450 | 450 |
Professional | 13,693 | 8,799 |
Total operating expenses | 14,143 | 9,249 |
Net loss from operations | (14,143) | (9,249) |
Other expense | ||
Interest expense | (50,976) | |
Total other expense | (50,976) | |
Net loss before taxes | (65,119) | (9,249) |
Provision for income taxes | ||
Loss from Continued Operations | (65,119) | (9,249) |
Discontinued operations | ||
Income from discontinued operations | 334 | |
Income from Discontinued Operations, Net of Tax Benefits | 334 | |
Net loss | $ (65,119) | $ (8,915) |
Net Loss Per Common Share - Basic and Diluted | ||
Continuing operations | $ (0.44) | $ (0.06) |
Discontinued operations | 0 | |
Net loss | $ (0.44) | $ (0.06) |
Weighted Average Common Shares Outstanding | 148,433 | 147,790 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional paid-in capital | Accumulated Deficit |
Beginning Balance, Shares at May. 31, 2018 | 148,433 | |||
Beginning Balance, Amount at May. 31, 2018 | $ (46,743) | $ 148 | $ 71,465 | $ (118,356) |
Net loss for the period | (8,915) | (8,915) | ||
Ending Balance, Shares at Aug. 31, 2018 | 148,433 | |||
Ending Balance, Amount at Aug. 31, 2018 | (55,658) | $ 148 | 71,465 | (127,271) |
Beginning Balance, Shares at May. 31, 2019 | 148,433 | |||
Beginning Balance, Amount at May. 31, 2019 | (85,606) | $ 148 | 71,465 | (157,219) |
Beneficial conversion feature | 45,746 | 45,746 | ||
Net loss for the period | (65,119) | (65,119) | ||
Ending Balance, Shares at Aug. 31, 2019 | 148,433 | |||
Ending Balance, Amount at Aug. 31, 2019 | $ (104,979) | $ 148 | $ 117,211 | $ (222,338) |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 76 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | |
Cash Flows from Operating Activities | |||
Net loss | $ (65,119) | $ (8,915) | $ (222,338) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount | 45,746 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (334) | ||
Accounts payable | (574) | 2,589 | |
Accrued interest | 5,230 | ||
Net Cash Used in Operating Activities | (14,717) | (6,660) | |
Cash Flows from Financing Activities: | |||
Due to related party | 6,660 | ||
Proceeds from issuance of convertible notes | 14,717 | ||
Net Cash Provided by Financing Activities | 14,717 | 6,660 | |
Net Change in Cash and Cash Equivalents | 0 | ||
Cash and Cash Equivalents, beginning of period | |||
Cash and Cash Equivalents, end of period | 0 | $ 0 | |
Supplemental Disclosure Information: | |||
Cash paid for interest | |||
Cash paid for taxes | |||
Non-Cash Disclosure: | |||
Beneficial conversion feature | $ 45,746 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Aug. 31, 2019 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Organization, Nature of Business and Trade Name UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available. The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps. On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction. Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms. On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019. Disposal of business On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. The company is currently evaluating future business opportunities. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Aug. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | A summary of significant accounting policies of Startech Labs, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of August 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2019 filed with the SEC on August 21, 2019. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Basic and Diluted Net Loss Per Share Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. 8 Table of Contents For the three months ended August 31, 2019 and 2018, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive: August 31, August 31, 2019 2018 (Shares) (Shares) Convertible notes payable 101,659 - Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. As of August 31, 2019 and May 31, 2019, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments. Discontinued Operations The Company follows ASC 205-20,” Discontinued Operations,” to report for disposed or discontinued operations. Recent Accounting Pronouncements Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Aug. 31, 2019 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred net losses since inception on April 20, 2013 through August 31, 2019 totaling $222,338 and has negative working capital at August 31, 2019. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. In the past year, the Company funded operations by using cash proceeds received through related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
May 31, 2019 | |
COMMON STOCK | |
NOTE 4 - COMMON STOCK | The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001. On June 26, 2019, a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The reverse stock split became effective on July 17, 2019. The reverse stock split has been retrospectively reflected in the financial statements for the year ended May 31, 2019. As of August 31, 2019 and May 31, 2019, 148,433 shares of common stock were issued and outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Aug. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | On June 1, 2019, the Company issued convertible notes to three un-affiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.95 per share for the Company common stock. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Aug. 31, 2019 | |
CONVERTIBLE NOTES | |
NOTE 6 - CONVERTIBLE NOTES | August 31, August 31, 2019 2018 Convert Notes - June 2019 $ 81,859 $ - Convert Notes - August 2019 14,717 - 96,576 - Less current portion of convertible notes payable (96,576 ) - Long-term convertible notes payable $ - $ - On June 1, 2019, the Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.95 per share for the Company common stock. The total debt discount from the beneficial conversion features of $38,775 was expensed upon issuance of the notes. On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note. During the three months ended August 31, 2019, the Company incurred note interest expense of $5,230. As of August 31, 2019, the convertible notes payable and accrued note interest payable was $96,576 and $5,230, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Aug. 31, 2019 | |
DISCONTINUED OPERATIONS | |
NOTE 7 - DISCONTINUED OPERATIONS | On December 1, 2018, the Company disposed of its subsidiary that focused on online mobile applications. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this business in discontinued operations. The following table shows the results of operations which are included in the loss from discontinued operations: For the Three Months Ended August 31, 2019 2018 Revenues $ - $ 334 Cost of Goods Sold - - Gross Profit - 334 Income from operations - 334 Provision for income taxes - - Income from discontinued operations $ - $ 334 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Aug. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 8 - SUBSEQUENT EVENTS | The Company evaluated all events or transactions that occurred after August 31, 2019 through the date of this filing. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the period ended August 31, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Aug. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of August 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2019 filed with the SEC on August 21, 2019. |
Use of Estimates | The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Reclassifications | Certain prior period amounts have been reclassified to conform with the current year presentation. |
Revenue Recognition | Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. |
Income Taxes | The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. |
Basic and Diluted Net Loss Per Share | Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. For the three months ended August 31, 2019 and 2018, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive: August 31, August 31, 2019 2018 (Shares) (Shares) Convertible notes payable 101,659 - |
Fair Value of Financial Instruments | The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. As of August 31, 2019 and May 31, 2019, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments. |
Discontinued Operations | The Company follows ASC 205-20,” Discontinued Operations,” to report for disposed or discontinued operations. |
Recent Accounting Pronouncements | Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Aug. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of computation of diluted net loss per shares | August 31, August 31, 2019 2018 (Shares) (Shares) Convertible notes payable 101,659 - |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Aug. 31, 2019 | |
CONVERTIBLE NOTES (Tables) | |
Schedule of convertible notes | August 31, August 31, 2019 2018 Convert Notes - June 2019 $ 81,859 $ - Convert Notes - August 2019 14,717 - 96,576 - Less current portion of convertible notes payable (96,576 ) - Long-term convertible notes payable $ - $ - |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Aug. 31, 2019 | |
DISCONTINUED OPERATIONS (Tables) | |
Schedule of discontinued operations | For the Three Months Ended August 31, 2019 2018 Revenues $ - $ 334 Cost of Goods Sold - - Gross Profit - 334 Income from operations - 334 Provision for income taxes - - Income from discontinued operations $ - $ 334 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | Jan. 10, 2018 | Jun. 26, 2019 | Aug. 31, 2019 |
State Country Name | State of Nevada | ||
Date of Incorporation | Apr. 20, 2013 | ||
Reserve stock split description | reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. | ||
Analog Nest Technologies, Inc. [Member] | |||
Ownership percentage | 100.00% | ||
Exchange shares of common stock | 100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | ||
Convertible notes payable | 101,659 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 76 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | |
GOING CONCERN (Details Narrative) | |||
Net loss | $ (65,119) | $ (8,915) | $ (222,338) |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | 1 Months Ended | ||
Jun. 26, 2019 | Aug. 31, 2019 | May 31, 2019 | |
Related Party Transaction [Line Items] | |||
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, shares issued | 148,433 | 148,433 | |
Common stock, shares outstanding | 148,433 | 148,433 | |
Reserve stock split description | reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2019 | May 31, 2019 | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 14,717 | $ 81,859 |
Interest rate | 25.00% | 25.00% |
Convertible notes price per share | $ 0.95 | $ 0.95 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Aug. 31, 2019 | Aug. 31, 2018 |
CONVERTIBLE NOTES (Details) | ||
Convert Notes - June 2019 | $ 81,859 | |
Convert Notes - August 2019 | 14,717 | |
Convert Notes | 96,576 | |
current portion of convertible notes payable | (96,576) | |
convertible notes payable |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 15 Months Ended | |
Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
CONVERTIBLE NOTES (Details) | ||||
Due to related parties | $ 14,717 | $ 81,859 | $ 14,717 | |
Interest rate | 25.00% | 25.00% | ||
Convertible notes price per share | $ 0.95 | $ 0.95 | $ 0.95 | |
Debt discount | $ 6,971 | $ 38,775 | $ 6,971 | |
Interest expense | 5,230 | |||
Convertible notes payable | 96,576 | 96,576 | ||
Accrued note interest payable | $ 5,230 | $ 5,230 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | May 31, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | |
Operating Expenses | |||||
General and administration | $ 450 | $ 450 | $ 1,800 | $ 1,009 | |
Total operating expenses | 14,143 | 9,249 | 35,467 | 20,139 | |
Revenues | |||||
Cost of Goods Sold | |||||
Gross Profit | |||||
Net loss from operations | (14,143) | (9,249) | (35,467) | (20,139) | |
Income tax expense | 5,230 | ||||
Provision for income taxes | |||||
Discontinued Operations [Member] | |||||
Operating Expenses | |||||
Revenues | 334 | ||||
Cost of Goods Sold | |||||
Gross Profit | 334 | ||||
Net loss from operations | 334 | ||||
Provision for income taxes | |||||
Income from discontinued operations | $ 334 |