The following discussion should be read in conjunction with our d financial
statements, including the notes thereto, appearing elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward- looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report. Our audited financial
statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.
Results of Operations
Year Ended May 31, 2022 Compared to the Year Ended May 31, 2021
Revenue
During the years ended May 31, 2022 and 2021 we did not generate any revenue.
3
General and Administrative Expenses
For the year ended May 31, 2022, we had $144,431 in general and administrative
expenses compared to $20,744 for the year ended May 31, 2021, an increase of
$123,687. In the current year we had an increase of consulting expense of
$30,331, outside services of $26,565 and travel and other office expense of
approximately $54,000.
Professional Fees
For the year ended May 31, 2022, we had $10,000 in professional fees compared to
$36,920 for the year ended May 31, 2021, a decrease of $26,920. Professional
fees consist of legal, audit and accounting fee, all of which decreased in the
current year with our largest decease being $16,620 for audit fees.
Other Income/Expense
For the year ended May 31, 2022, we had total other expense of $18,464, compared
to total other income of $425,705 for the year ended May 31, 2021. In the
current year we incurred $18,464 of interest expense. In the prior period we had
interest expense of $7,902 and a gain on extinguishment of debt of $433,607.
Net Income (Loss)
For the year ended May 31, 2022, we had a net loss of $172,895 compared to net
income of $368,041 for the year ended May 31, 2021. We went from net income in
the prior year to a net loss in the current year due to the reasons discussed
above.
Liquidity and Capital Resources
Cash Flows from Operating Activities
For the year ended May 31, 2022, we used $204,163 of cash in operating
activities compared to $30,679 for the year ended May 31, 2021. Use of cash
increased with increased expenses as discussed above.
Cash Flows from Financing Activities
For the year ended May 31, 2022, net cash provided by financing activities was
$175,932. For the year ended May 31, 2021, net cash provided by financing
activities was $59,613.
We have the following loans outstanding.
On November 3, 2016, the Company received a $25,000 loan from Securities
Compliance Group, Ltd. The note is unsecured, bears interest at 25% and was due
upon the final order of dismissal of the custodianship. On October 20, 2022, the
note was assigned to Kim Southworth. As of May 31, 2022 and 2021, there is
$24,452 and $18,202 of interest accrued on this loan, respectively. This note is
in default.
On May 2, 2019, the Company executed a promissory note with Kim Southworth in
the amount of $14,749. The loan is due either on demand or within five years and
carries an interest rate of 6%, compounded annually. As of May 31, 2022 and
2021, there is $2,904 and $1,905 of interest accrued on this loan, respectively.
On December 16, 2020, the Company received a $12,000 loan from GPL Ventures,
LLC. The note is unsecured, bears interest at 10% and matures on December 16,
2021. As of May 31, 2022 and 2021, there is $1,746 and $546 of interest accrued
on this loan, respectively. This note is in default.
On March 17, 2021, the Company received a $10,000 loan from GPL Ventures, LLC.
The note is unsecured, bears interest at 10% and matures on March 17, 2022. As
of May 31, 2022 and 2021, there is $2,205 and $1,205 of interest accrued on this
loan ($1,000 of which is related to processing fees), respectively. This note is
in default.
4
On May 11, 2021, the Company received a $30,000 loan from GPL Ventures, LLC. The
note is unsecured, bears interest at 10% and matures on May 11, 2022. As of May
31, 2022 and 2021, there is $3,164 and $164 of interest accrued on this loan,
respectively.
On January 17, 2022, the Company issued a Convertible Promissory Note to a third
party in the amount of $100,000. The note bears interest at 10% per annum and
matures on February 3, 2025. The Note is convertible into shares of the
Company's common stock at $0.0001 per share. As of May 31, 2022, there is
$3,671 of interest accrued on this loan.
On April 5, 2022, the Company issued a Convertible Promissory Note to a third
party in the amount of $50,000. The note bears interest at 30% per annum and
matures on September 5, 2022. The Note is convertible into shares of the
Company's common stock at $0.0001 per share. As of May 31, 2022 there is
$2,342 of interest accrued on this loan.
On May 27, 2022, the Company issued a Promissory Note to Canadian Holdings, Inc,
in the amount of $150,000. The Note was funded on June 1, 2022. The Note bears
interest at 18% and is due on December 31, 2022. In conjunction with the finding
of the note the Company will issue 3,000,000 shares of common stock to the
lender.
On June 2, 2022, the Company issued a Convertible Promissory Note to Mechtech
Industrial (Asia) Limited, in the amount of $56,250, with an OID of $6,250,
receiving $50,000. The Note bears interest at 10% and matures in one year. The
balance and all accrued interest may be converted into shares of common stock at
$0.0005 per share.
Going Concern
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive activities. For these reasons, our auditors
stated in their report on our audited financial statements that they have
substantial doubt that we will be able to continue as a going concern without
further financing.
The Company has not yet established an ongoing source of revenues sufficient to
cover its operating costs for the next fiscal year and allow it to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital and implement its business plan.
Since its inception, the Company has been funded by related parties through
capital investment and borrowing of funds.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form
10-K for a summary of our critical accounting policies and recently adopting and
issued accounting standards.
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