Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
May 31, 2016 | Nov. 30, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Bemax, Inc. | |
Entity Trading Symbol | bemax | |
Document Type | 10-K | |
Document Period End Date | May 31, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,613,895 | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 258,750,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | Yes | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 0 |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2016 | May 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 115,738 | $ 58,137 |
Accounts receivable | 372,622 | 407,722 |
Total current assets | 488,361 | 465,859 |
Fixed Assets | ||
Furniture and Equipment | 500 | 500 |
Total fixed assets | 500 | 500 |
TOTAL ASSETS | 488,861 | 466,360 |
CURRENT LIABILITIES | ||
Deferred revenue | 507,722 | 507,722 |
Convertible Loans | 207,750 | 0 |
Accrued interest on convertible loans | 1,845 | 0 |
Loan from shareholder and related party | 38,236 | 17,336 |
Accounts payable | 319,795 | 364,622 |
Total current liabilities | 1,075,348 | 889,680 |
STOCKHOLDERS' EQUITY | ||
Common stock, ($0.0001 par value, 500,000,000 shares authorized; 258,792,500 shares issued and outstanding at May 31, 2016 and 5,175,000 at May 31, 2015 respectively | 25,879 | 518 |
Additional paid-in capital | 36,876 | 62,232 |
Deficit accumulated during development stage | (649,241) | (486,070) |
TOTAL STOCKHOLDERS' EQUITY | (586,487) | (423,320) |
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY | $ 488,861 | $ 466,360 |
Balance Sheets Parentheticals
Balance Sheets Parentheticals - $ / shares | May 31, 2016 | May 31, 2015 |
Parentheticals | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 258,792,500 | 258,792,500 |
Common Stock, shares Outstanding | 258,792,500 | 258,792,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
REVENUES: | ||
Revenues | $ 538,738 | $ 0 |
TOTAL REVENUES | 538,738 | 0 |
Cost of good sold | ||
Purchases-resale items | 629,440 | (456,950) |
TOTAL COGS | 629,440 | (456,950) |
Gross profit | (90,702) | 0 |
Operating costs | 65,967 | 15,266 |
General and administrative expenses | 6,502 | 4,864 |
TOTAL OPERATING COSTS | 72,469 | 20,130 |
NET ORDINARY INCOME (LOSS) | $ (163,171) | $ (477,081) |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 258,792,500 | 5.175000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (163,171) | $ (483,569) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loan from shareholder and related party | 20,900 | 14,834 |
Accounts payable | (44,828) | 364,622 |
Accounts receivable | 35,100 | (407,722) |
Accrued intereston convertible loans | 1,845 | 0 |
Deferred revenue | 0 | 507,722 |
Changes in operating assets and liabilities: | (150,154) | 93,476 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (150,154) | 93,476 |
INVESTING ACTIVITIES | ||
Furniture and equipment | 0 | (500) |
Net cash provided by investing activities | 0 | (500) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock | 4 | 58,750 |
Loans from convertible promissory notes | 207,750 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 207,754 | 58,750 |
NET INCREASE IN CASH | 57,601 | 54,137 |
CASH AT BEGINNING OF PERIOD | 58,137 | 4,000 |
CASH AT END OF PERIOD | 115,738 | 58,137 |
Cash paid during year for : | ||
Interest | 0 | 0 |
Income Taxes | $ 0 | $ 0 |
Statement of Stockholder's Equi
Statement of Stockholder's Equity - USD ($) | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Total |
Balance at May. 31, 2012 | 0 | 0 | 0 | 0 | 0 |
Stock issued for cash at May 31, 2013 | 0 | 0 | 0 | 0 | 0 |
Net loss May 31, 2013 | $ 0 | $ 0 | $ (502) | $ (502) | |
Balance at May. 31, 2013 | 0 | 0 | 0 | (502) | (502) |
Common stock issued for cash on May 16, 2014.4,000,000 shares at a par value of $0.0001 per share | 200,000,000 | 20,000 | 62,232 | 0 | 82,232 |
Net loss May 31, 2014 | $ 0 | $ 0 | $ (2,000) | $ (2,000) | |
Balance at May. 31, 2014 | 200,000,000 | 20,000 | 62,233 | (2,502) | 79,730 |
Common stock issued for cash between between October 14 and 24, 2014 at $0.05 per share | 58,750,000 | 5,875 | (25,357) | 0 | (19,482) |
Net loss May 31, 2015 | $ 0 | $ 0 | $ (483,568) | $ (483,568) | |
Balance at May. 31, 2015 | 258,750,000 | 25,875 | 36,876 | (486,070) | (423,320) |
On February 24, 2016, Common stock was issued for services rendered at par value of $0.0001 per share | 42,500 | 4 | 0 | 0 | 4 |
Net loss May 31, 2016 | $ 0 | $ 0 | $ (163,171) | $ (163,171) | |
Balance at May. 31, 2016 | 258,792,500 | 25,879 | 36,876 | (649,241) | (586,487) |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
May 31, 2016 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS BEMAX INC These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
May 31, 2016 | |
GOING CONCERN | |
GOING CONCERN | 2 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business one year from May 31, 2016. The Company has incurred a loss since inception resulting in an accumulated deficit of $649,241 as of May 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or private placement of common stock. There is no guarantee that the Company will be able to raise any capital through any type of offering. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented in US dollars. The Company's Year End is May 31. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with ASC 830, "Foreign Currency Matters", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. Development Stage Company The Company has elected to adopt application of Accounting Standards Update No. 2014-10,Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure requirements of Topic 915. Impairment of Long-lived Assets The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. Fair Value of Financial Instrument The Company's financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. Derivative Instruments In connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company. The Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula ("Black-Scholes model"). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies. Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At May 31, 2016, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. Basic and Diluted Net (Loss) per Share The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company's results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
May 31, 2016 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A total of $9,000 for donated management fees was charged to Shareholder Loan for the year ended May 31, 2016. As of May 31, 2016, there are loans from the majority shareholder and related party totalling $38,236.These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
May 31, 2016 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | 5. STOCKHOLDER'S EQUITY On May 16, 2014, the Company authorized the issue of 4,000,000 shares of common stock at a par value of $0.0001 per share, to the President of the Company for total net proceeds of $4,000. Between October 14 and 24, 2014, the Company authorized and issued 1,175,000 shares of common stock at $0.05 per share to various investors for net proceeds to the Company of $58,750. On June 5, 2015, the Company decided to increase the authorized amount of common shares that can be issued from 70,000,000 to 500,000,000 with the same par value of $0.0001 per share. The Company also declared a Fifty (50) to One (1) forward stock split effective immediately. At May 31, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 258,792,500 issued and outstanding. The 50-1 stock split has been shown retroactively. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
May 31, 2016 | |
REVENUE RECOGNITION: | |
REVENUE RECOGNITION | 6. REVENUE RECOGNITION The Company revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the time of sales once payment has been received and disposable baby diapers are delivered to the buyer. Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
May 31, 2016 | |
INCOME TAXES: | |
INCOME TAXES | 7. INCOME TAXES The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. The provision for refundable federal income tax consists of the following for the periods ending : May 31, 2016 May 31, 2015 Federal income tax benefit attributed to: Net operating loss 649,241 486,070 Valuation allowance (649,251 ) (486,070 ) Net benefit - - The cumulative tax effect at the expected rate of 34% of significant May 31, 2016 May 31, 2015 items comprising our net deferred tax amount is as follows: Deferred tax attributed: Net operating loss carryover 220,742 165,264 Less change in valuation allowance (220,742 ) (165,264 ) Net deferred tax asset - At May 31, 2016, the Company had an unused net operating loss carry-forward approximating $220,742 that is available to offset future taxable income; the loss carry-forward will start to expire in 2034. |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 12 Months Ended |
May 31, 2016 | |
CONVERTIBLE LOANS: | |
CONVERTIBLE LOANS | NOTE 8 CONVERTIBLE LOANS On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principle amount of the loan is $40,000 (forty thousand dollars) with an original issue discount of $4,000 (four thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 16, 2017. Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot On April 19, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principle amount of the loan is $30,000 (thirty thousand dollars) with an original issue discount of $3,500 (three thousand five hundred dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 2017. Crown Bridge Partners LLC., has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principle amount of the loan is $30,000 (thirty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017.Eagle Equities LLC. Has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principle amount of the loan is $30,000 (thirty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017.Eagle Equities LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. The principle amount of the loan is $77,750 (seventy seven thousand, seven hundred and fifty dollars) with an original issue discount of $6,750 (six thousand, seven hundred and fifty dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017.Auctus Fund LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. From 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
May 31, 2016 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company has evaluated all events and transactions that occurred after May 31, 2016 up through the date these financial statements were available for issuance. During this period, the Company is reporting the following; On June 2, 2016 The principle amount of the loan is $55,000 (fifty five thousand dollars) with an original issue discount of $3,000 (three thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 26, 2017. On June 20, 2016, the Company issued Convertible Promissory Note in favor of Black Forest Capital, LLC. the principle amount of the loan is $80,000 (Eighty thousand dollars) with an original issue discount of $8,000 (Eight thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 31, 2016 | |
Accounting Policies: | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented in US dollars. The Company's Year End is May 31. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with ASC 830, "Foreign Currency Matters", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. |
Development Stage Company | Development Stage Company The Company has elected to adopt application of Accounting Standards Update No. 2014-10,Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure requirements of Topic 915. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. |
Fair Value of Financial Instrument | Fair Value of Financial Instrument The Company's financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. |
Derivative Instruments | Derivative Instruments In connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company. The Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula ("Black-Scholes model"). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies. |
Income Taxes, Policy | Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At May 31, 2016, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. |
Basic and Diluted Net (Loss) per Share | Basic and Diluted Net (Loss) per Share The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company's results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables) | 12 Months Ended |
May 31, 2016 | |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Tables): | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for refundable federal income tax consists of the following for the periods ending : May 31, 2016 May 31, 2015 Federal income tax benefit attributed to: Net operating loss 649,241 486,070 Valuation allowance (649,251 ) (486,070 ) Net benefit - - |
Schedule of Deferred Tax Assets and Liabilities | The cumulative tax effect at the expected rate of 34% of significant May 31, 2016 May 31, 2015 items comprising our net deferred tax amount is as follows: Deferred tax attributed: Net operating loss carryover 220,742 165,264 Less change in valuation allowance (220,742 ) (165,264 Net deferred tax asset - |
GOING CONCERN (Details)
GOING CONCERN (Details) | May 31, 2016USD ($) |
GOING CONCERN DETAILS | |
Accumulated deficit | $ 649,241 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | May 31, 2016USD ($) |
RELATED PARTY TRANSACTIONS DETAILS | |
Management fees and office premises per month | $ 1,500 |
Closes on an Equity or Debt financing of not less than | 750,000 |
Assigned rights are valued per month for rent | 1,000 |
Assigned rights are valued per month for executive compensation | 500 |
Donated capital | 9,000 |
Loan from shareholder and related party | $ 38,236 |
CAPITAL STOCK TRANSACTIONS (Det
CAPITAL STOCK TRANSACTIONS (Details) - USD ($) | May 31, 2016 | Jun. 05, 2015 | Oct. 24, 2014 | Oct. 14, 2014 | May 16, 2014 |
CAPITAL STOCK TRANSACTIONS: | |||||
Common stock authorized shares | 500,000,000 | 500,000,000 | 1,175,000 | 1,175,000 | 4,000,000 |
Issued shares of common stock at a par value | $ 0.0001 | $ 0.0001 | $ 0.05 | $ 0.05 | $ 0.0001 |
Issued shares of common stock to the President for total net proceeds | $ 58,750 | $ 58,750 | $ 4,000 | ||
Shares of common stock issued and outstanding | 258,792,500 | 5,175,000 |
PROVISION FOR REFUNDABLE FEDERA
PROVISION FOR REFUNDABLE FEDERAL INCOME TAX (Details) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Federal income tax benefit attributed to: | ||
Net operating loss | $ 649,241 | $ 486,070 |
Valuation allowance | (649,251) | (486,070) |
Net benefit | $ 0 | $ 0 |
SIGNIFICANT ITEMS COMPRISING OU
SIGNIFICANT ITEMS COMPRISING OUR NET DEFERRED TAX AMOUNT (Details) - USD ($) | May 31, 2016 | May 31, 2015 |
Deferred tax attributed: | ||
Net operating loss carryover | $ 220,742 | $ 165,264 |
Less change in valuation allowance | (220,742) | (165,264) |
Net deferred tax asset | $ 0 | $ 0 |
CONVERTIBLE LOANS (Details)
CONVERTIBLE LOANS (Details) - USD ($) | May 10, 2016 | May 09, 2016 | Apr. 19, 2016 | Feb. 16, 2016 |
CONVERTIBLE LOANS DETAILS | ||||
Convertible promissory note principle amount of the loan | $ 77,750 | $ 30,000 | $ 30,000 | $ 30,000 |
Interest rate per annum | 8.00% | 8.00% | 8.00% | 8.00% |
Principle amount of the loan with an original issue discount | $ 0 | $ 0 | $ 3,500 | $ 4,000 |
Conversion rate at a discount of the lowest average price | 48.00% | 48.00% | 48.00% | 48.00% |
Convertible Redeemable Note in favor of Eagle Equities, LLC principle amount of the loan | $ 30,000 | |||
Convertible Redeemable Note in favor of Eagle Equities, LLC Interest rate per annum | 8.00% | |||
Convertible Redeemable Note in favor of Eagle Equities, LLC conversion rate at a discount | 48.00% |
SUBSEQUENT EVENTS TRANSACTIONS
SUBSEQUENT EVENTS TRANSACTIONS (Details) - USD ($) | Jun. 20, 2016 | Jun. 02, 2016 |
SUBSEQUENT EVENTS TRANSACTIONS | ||
Convertible Promissory Note in favor of JSJ Investment Inc principle amount of the loan | $ 55,000 | |
Convertible Promissory Note in favor of Black Forest Capital, LLC. the principle amount of the loan | $ 80,000 | |
Principle amount of the loan with an original issue discount. | $ 8,000 | $ 3,000 |
Interest rate | 8.00% | 8.00% |