10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1) 

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended May 31, 2018
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number: 000-54163

MUSIC OF YOUR LIFE, INC.

(Exact name of registrant as specified in its charter)

Florida	26-2091212
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3225 McLeod Drive, Suite 100 Las Vegas, Nevada	89121
(Address of principal executive offices)	(Zip Code)

(800) 351-3021

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None	N/A
Title of each class	Name of each exchange on which registered

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒

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

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

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

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

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

Based on the closing price of our common stock as listed on the OTC Bulletin Board, the aggregate market value of the common stock of Music of Your Life, Inc. held by non-affiliates as of November 30, 2018 was $385,680.

As of September 12, 2018, there were 40,910,612 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the year ended May 31, 2018, filed with the Securities and Exchange Commission on September 13, 2018 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K. No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MUSIC OF YOUR LIFE, INC.
	/s/ Marc Angell
Dated: September 27, 2018	By: Marc Angell, Chief Executive Officer, and Principal Financial Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ Marc Angell	Chief Executive Officer	September 27, 2018
Marc Angell

//s/ Marc Angell	Director	September 27, 2018
Marc Angell

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Document and Entity Information - USD ($)	12 Months Ended
	May 31, 2018	Sep. 12, 2018	Nov. 30, 2017
Document And Entity Information
Entity Registrant Name	MUSIC OF YOUR LIFE INC
Entity Central Index Key	0001434601
Document Type	10-K/A
Document Period End Date	May 31, 2018
Amendment Flag	true
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 385,680
Entity Common Stock, Shares Outstanding		40,910,612
Amendment Description	This amendment is for the sole purpose of filing the XBRL financial report.
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

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Consolidated Balance Sheets - USD ($)	May 31, 2018	May 31, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 5	$ 10,113
Loans receivable from related party	15,950	15,950
Total Current Assets	15,955	26,063
OTHER ASSETS
Music inventory	9,681	13,862
Trademark costs	7,665	7,340
Total Other Assets	17,346	21,202
TOTAL ASSETS	33,301	47,265
CURRENT LIABILITIES
Bank overdraft	517	0
Accounts payable	15,607	12,292
Accrued interest payable on notes payable	252,051	59,489
Accrued consulting fees	286,650	171,550
Notes payable	974,003	733,562
Notes payable to related parties	25,161	12,261
Derivative liability	653,803	662,091
Total Current Liabilities	2,207,792	1,651,245
TOTAL LIABILITIES	2,207,792	1,651,245
STOCKHOLDERS' DEFICIT
Preferred Stock	0	0
Common stock	91	60
Common stock payable	8,460	8,460
Additional paid-in-capital	2,114,752	2,059,630
Accumulated deficit	(4,297,794)	(3,672,130)
Total Stockholders' Deficit	(2,174,491)	(1,603,980)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 33,301	$ 47,265

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Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2018	May 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	910,610	602,293
Common stock, shares outstanding	910,610	602,293
Common stock payable, shares	75	75
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	200	200
Preferred stock, shares outstanding	200	200

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Income Statement [Abstract]
NET REVENUES	$ 5,745	$ 4,252
OPERATING EXPENSES
Salaries and Consulting fees (including stock-based compensation of $-0- and $96,900, respectively)	318,196	325,750
Professional fees	71,772	164,174
Other selling, general and administrative	97,048	178,715
Total Operating Expenses	487,016	668,639
LOSS FROM OPERATIONS	(481,271)	(664,387)
OTHER INCOME (EXPENSES)
Income (expense) from derivative liability	272,454	(168,307)
Interest expense	(416,847)	(463,699)
Total Other Income (Expenses)	(144,393)	(632,006)
LOSS BEFORE INCOME TAXES	(625,664)	(1,296,393)
INCOME TAX EXPENSE	0	0
NET LOSS	$ (625,664)	$ (1,296,393)
BASIC AND DILUTED:
Net loss per common share	$ (0.85)	$ (6.15)
Weighted average shares outstanding	739,308	210,669

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Consolidated Statements of Operations (Parenthetical) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Income Statement [Abstract]
Stock-based compensation	$ 0	$ 96,900
Amortization of debt discounts	$ 187,103	$ 403,610

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Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred Stock	Common Stock	Common Stock Payable	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at May. 31, 2016	200	31,053
Beginning balance, value at May. 31, 2016		$ 3	$ 8,460	$ 1,517,017	$ (2,375,737)	$ (850,257)
Common stock issued for conversion of debt, shares		417,990
Common stock issued for conversion of debt, value		$ 42		260,349		260,391
Common stock issued for services, shares		28,250
Common stock issued for services, value		$ 3		96,897		96,900
Common shares issued for cash, shares		125,000
Common shares issued for cash, value		$ 12		39,988		40,000
Beneficial conversion feature of convertible notes issued				145,379		145,379
Net loss/income					(1,296,393)	(1,296,393)
Ending balance, shares at May. 31, 2017	200	602,293
Ending balance, value at May. 31, 2017		$ 60	8,460	2,059,630	(3,672,130)	(1,603,980)
Common stock issued for conversion of debt, shares		278,818
Common stock issued for conversion of debt, value		$ 28		54,625		54,653
Common stock issued for services, value						0
Common shares issued for cash, shares		29,500
Common shares issued for cash, value		$ 3		497		500
Net loss/income					(625,664)	(625,664)
Ending balance, shares at May. 31, 2018	200	910,610
Ending balance, value at May. 31, 2018		$ 91	$ 8,460	$ 2,114,752	$ (4,297,794)	$ (2,174,491)

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (625,664)	$ (1,296,393)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Common stock issued for services	0	96,900
Promissory note issued for services	50,000	0
Depreciation of music inventory	7,374	0
Expense (Income) from derivative liability	(272,454)	168,307
Amortization of debt discounts	187,103	403,610
Non-cash interest expense	20,000	0
Changes in operating assets and liabilities:
Bank overdraft	517	0
Music inventory	(3,193)	(5,843)
Accounts payable	3,315	17,280
Accrued interest payable on notes payable	201,744	60,089
Accrued consulting fees	165,100	109,750
Net Cash Used by Operating Activities	(266,158)	(446,300)
CASH FLOWS FROM INVESTING ACTIVITIES:
Trademark costs	(325)	(2,050)
Net Cash Used by Investing Activities	(325)	(2,050)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock	500	40,000
Proceeds from notes payable	242,975	414,250
Net proceeds from notes payable to related parties	12,900	7,500
Payments on notes payable	0	(27,500)
Net Cash Provided by Financing Activities	256,375	434,250
NET DECREASE IN CASH AND CASH EQUIVALENTS	(10,108)	(14,100)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	10,113	24,213
CASH AND CASH EQUIVALENTS, END OF PERIOD	5	10,113
SUPPLEMENTAL CASH FLOW INFORMATION
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Initial derivative liability charged to debt discounts	264,166	223,485
Conversion of debt and accrued interest into common stock	54,653	260,391
Promissory note issued for accrued consulting fees	50,000	0
Beneficial conversion feature of convertible notes issued recorded as debt discount and credited to additional paid-in capital	0	145,379
Conversion of notes payable ($67,750) and accrued interest ($67,500) into convertible notes payable	$ 0	$ 135,250

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Consolidated Statements of Cash Flows (Parenthetical)	12 Months Ended
	May 31, 2018 USD ($)
Statement of Cash Flows [Abstract]
Notes payable	$ (67,750)
Accrued interest	$ (67,750)

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NOTE 1 - ORGANIZATION

12 Months Ended

May 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 - ORGANIZATION

i.       Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

May 31, 2018

Accounting Policies [Abstract]

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

a.       Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a May 31 year-end.

b.       Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

c.       Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. 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 reporting period. Actual results could differ from those estimates.

d.       Basic and Fully Diluted Net Loss per Share of Common Stock

In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been included in the diluted earnings per share computations as their effect were antidilutive for the periods presented.

e.       Revenue Recognition

Revenue is recognized upon completion of services or delivery of goods where the sales price is fixed or determinable and collectability is reasonably assured. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues.

f.       Recent Accounting Pronouncements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended May 31, 2018 and 2017.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

g.       Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At May 31, 2018, the Company had net operating loss carryforwards of approximately $3,035,346 which may be offset against future taxable income through 2038. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use.

Net deferred tax assets consist of the following components as of May 31, 2018 and 2017:

	May 31, 2018			May 31, 2017
Deferred tax assets:
NOL Carryover	$	637,423		$	790,273
Valuation allowance		(637,423	)		(790,273	)
Net deferred tax asset	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income (loss) for the years ended May 31, 2018 and 2017 due to the following:

	May 31, 2018			May 31, 2017
Expected tax (benefit) at 34%	$	(212,726	)	$	(440,774	)
Non-deductible stock-based expenses		—			32,946
Non-deductible expense (non-taxable income) from derivative liability		(92,634	)		57,225
Non-deductible amortization of debt discounts		63,615			137,227
Remeasurement of deferred income tax from 34% to 21% (a)		394,595			—
Change in valuation allowance		(152,850	)		213,376
Provision for income taxes	$	—		$	—

(a) As a result of the Tax Cuts and Jobs Act (Tax Legislation) enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. Accordingly, we have reduced our deferred income tax asset relating to our net operating loss carryforward (and the valuation allowance thereon) by $394,595 from $1,032,018 to $637,423 as of May 31, 2018.

For the periods presented, the Company had no tax positions or unrecognized tax benefits.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  For the periods presented, the Company had no such interest or penalties.

h.Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at May 31, 2018.

i.       Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated.

j.       Advertising

Advertising costs, which are expensed as incurred, were $4,301 and $4,578 for the years ended May 31, 2018 and 2017, respectively.

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NOTE 3 - FINANCIAL INSTRUMENTS

12 Months Ended

May 31, 2018

Investments, All Other Investments [Abstract]

NOTE 3 - FINANCIAL INSTRUMENTS

NOTE 3 - FINANCIAL INSTRUMENTS

The Company has adopted FASB ASC 820-10-50, “Fair Value Measurements.”  This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

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NOTE 4 - LOANS RECEIVABLE - RELATED PARTY

12 Months Ended

May 31, 2018

Receivables [Abstract]

NOTE 4 - LOANS RECEIVABLE - RELATED PARTY

NOTE 4 - LOANS RECEIVABLE - RELATED PARTY

During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans were non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 10). As of May 31, 2018, the balance due on this loan was $15,950.

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NOTE 5 - MUSIC INVENTORY

12 Months Ended

May 31, 2018

Inventory Disclosure [Abstract]

NOTE 5 - MUSIC INVENTORY

NOTE 5 - MUSIC INVENTORY

Music inventory consisted of the following:

	May 31, 2018			May 31, 2017
Digital music acquired for use in operations – at cost	$	17,055		$	13,862
Accumulated depreciation		(7,374	)		—
Music inventory – net	$	9,681		$	13,862

The Company purchases digital music to broadcast over the radio and internet. During the year ended May 31, 2018, the Company purchased $3,193 worth of music inventory. For the years ended May 31, 2018 and 2017, depreciation on music inventory was $7,374 and $-0-, respectively.

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NOTE 6 - NOTES PAYABLE

12 Months Ended

May 31, 2018

Debt Disclosure [Abstract]

NOTE 6 - NOTES PAYABLE

NOTE 6 -NOTES PAYABLE

Notes payable consisted of the following:

	May 31, 2018		May 31, 2017
Notes payable to a corporation, non-interest bearing, due on demand, unsecured	$	78,250	$	63,750
Note payable to an individual, due on May 22, 2015, in default (B)		25,000		25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)		50,000		50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)		7,000		7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)		50,000		50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)		50,000		50,000
Note payable to an individual, stated interest of $2,500, due on December 20, 2015, in default (I)		25,000		25,000
Note payable to a corporation, stated interest of $2,500, due on December 18, 2015, in default (K)		25,000		25,000
Convertible note payable to an entity, interest at 12%, due on December 22, 2016, in default (M)		40,000		20,000
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)		25,000		25,000
Convertible note payable to an entity, interest at 10%, due on March 17, 2017, in default (Q)		33,686		46,126
Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default (R)		46,250		56,250
Convertible note payable to an entity, interest at 10%, due on April 21, 2017, in default – net of discount of $-0- and $1,940, respectively (S)		40,750		38,810
Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default (T)		36,900		33,744
Convertible note payable to an entity, interest at 12%, due on October 31, 2017, in default – net of discount of $-0- and $20,288, respectively (S)		46,750		26,462

Convertible note payable to an individual, interest at 10%, due on demand (V)		46,890			59,820
Convertible note payable to an individual, interest at 8%, due on demand (W)		29,000			29,000
Convertible note payable to an individual, interest at 8%, due on demand (X)		21,500			21,500
Convertible note payable to an entity, interest at 10%, due on demand (Y)		8,600			8,600
Convertible note payable to an entity, interest at 12%, due on March 16, 2018, in default (Z)		37,000			—
Convertible note payable to an entity, interest at 10% – net of discount of $54,247 and $-0-, respectively (AA)		33,753			—
Convertible note payable to an entity, interest at 10%, due on demand (BB)		50,000			—
Convertible note payable to an individual, interest at 10%, due on demand (CC)		50,000			—
Convertible note payable to an entity, interest at 10%, due on March 5, 2019 – net of discount of $26,658 and $-0-, respectively (DD)		8,342			—
Convertible note payable to an entity, interest at 10%, due on April 4, 2019 – net of discount of $31,644 and $-0-, respectively (EE)		5,856			—
Notes payable to individuals, non-interest bearing, due on demand		103,476			72,500
Total Notes Payable		974,003			733,562
Less: Current Portion		(974,003	)		(733,562	)
Long-Term Notes Payable	$	—		$	—

(B) On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. The Company also agreed to issue 500,000 shares (125 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $50,000 on April 22, 2015, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note.

(D) On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with the Equity Purchase Agreement (See Note 8). As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.

(E) On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. The Company also issued 1,000,000 shares (250 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note.

(G) On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company also agreed to issue 2,000,000 shares (500 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $30,159. This amount was amortized over the 75 days life of the promissory note.

(H) On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. The Company also agreed to issue 2,000,000 shares (500 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $27,273. This amount was amortized over the 75 days life of the promissory note.

(I) On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. The Company also agreed to issue 1,000,000 shares (250 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $30,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $13,636. This amount was amortized over the 90 days life of the promissory note. In the event that all principal and interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares (250 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock to the lender and for interest to accrue at a rate of 24% per annum commencing on January 21, 2016.

(K) On November 13, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 18, 2015. The Company also agreed to issue 200,000 shares (50 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $6,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $4,839. This amount was amortized over the 35 days life of the promissory note. In the event that all principal and interest are not paid to the lender by December 18, 2015, the Company is obligated to pay late fees of 5,000 shares (1.25 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock per day for the first 60 days after December 18, 2015, and beginning with the 61^st day after December 18, 2015, any balance owed shall accrue interest at a rate of 10% per annum.

(M) On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 22, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(P) On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.

(Q) On June 17, 2016, the Company issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on March 17, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(R) On July 21, 2016, the Company issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on April 21, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share ($2.00 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split).

(S) On September 13, 2016, the Company issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on June 13, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share ($2.00 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split).

(T) On November 16, 2016, the Company issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on August 16, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(U) On January 31, 2017, the Company issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on October 31, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(V) On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001293 per share ($0.5172 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split).

(W) On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(X) On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(Y) On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.00004 per share ($0.16 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.

(Z) On June 16, 2017, the Company issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on March 16, 2018, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(AA) On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 15 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment.

(BB) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to pay for certain consulting services rendered by the Company law firm. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(CC) On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(DD) On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, is due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

(EE) On April 4, 2018, the Company issued a $37,500 Convertible Promissory Note to a lender for net loan proceeds of $35,500. The note bears interest at a rate of 10% per annum, is due on April 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

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NOTE 7 - NOTES PAYABLE - RELATED PARTIES

12 Months Ended

May 31, 2018

Related Party Transactions [Abstract]

NOTE 7 - NOTES PAYABLE - RELATED PARTIES

NOTE 7 - NOTES PAYABLE – RELATED PARTIES

Notes payable – related parties consisted of the following:

	May 31, 2018			May 31, 2017
Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured	$	23,088		$	10,188
Note payable to Company law firm, non-interest bearing, due on demand, unsecured		2,073			2,073
Total Notes Payable		25,161			12,261
Less: Current Portion		(25,161	)		(12,261	)
Long-Term Notes Payable	$	—		$	—

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NOTE 8 - DERIVATIVE LIABILITY

12 Months Ended

May 31, 2018

Notes to Financial Statements

NOTE 8 - DERIVATIVE LIABILITY

NOTE 8 - DERIVATIVE LIABILITY

The derivative liability at May 31, 2018 and 2017 consisted of:

	May 31, 2018				May 31, 2017
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	40,000	$	20,000	$	60,000
Convertible note payable issued June 17, 2016, due March 17, 2017 (Q)		33,686		27,561		46,127		121,607
Convertible note payable issued November 16, 2016, due August 16, 2017 (T)		36,900		47,000		47,000		166,098
Convertible note payable issued January 31, 2017, due August 31, 2017 (U)		46,750		46,750		46,750		168,552
Convertible note payable issued April 5, 2017, due on demand (W)		29,000		43,500		29,000		81,667
Convertible note payable issued April 5, 2017, due on demand (X)		21,500		32,250		21,500		64,167
Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z)		37,000		37,000		—		—
Convertible note payable issued January 11, 2018 (AA)		88,000		171,204		21,500		64,167
Convertible note payable issued December 1, 2017, due on demand (BB)		50,000		33,333		—		—
Convertible note payable issued December 1, 2017, due on demand (CC)		50,000		33,333		—		—
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		68,915		—		—
Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE)		37,500		72,957
Totals	$	505,336	$	653,803	$	367,197	$	662,091

The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model.

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2018 include (1) stock price of $0.0001 per share ($0.40 per share adjusted for the June 20, 2018 reverse stock split, (2) exercise prices ranging from $0.00004 to $0.00006 per share ($0.16 to $0.24 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split), (3) terms ranging from 0 days to 278 days, (4) expected volatility of 527% and (5) risk free interest rates ranging from 1.76% to 2.23%.

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2017 include (1) stock price of $0.0002 per share ($0.80 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split), (2) exercise prices ranging from $0.00005 to $0.00006 per share ($0.20 to $0.24 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split), (3) terms ranging from 0 days to 92 days, (4) expected volatility of 490% and (5) risk free interest rates ranging from 0.86% to 0.98%.

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NOTE 9 - EQUITY TRANSACTIONS

12 Months Ended

May 31, 2018

Notes to Financial Statements

NOTE 9 - EQUITY TRANSACTIONS

NOTE 9 - EQUITY TRANSACTIONS

On October 3, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,000,000,000 shares and to change the par value of both the common stock and preferred stock from $0.001 per share to $0.0001 per share.

On November 9, 2016, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000,000 to 10,000,000,000 shares and to amend the voting rights for the Series A Preferred Stock. As amended, each share of Series A Preferred Stock shall have voting rights equal to four times the sum of (a) all shares of Common Stock issued and outstanding at the time of voting; plus (b) the total number of votes of all other classes of preferred stock which are issued and outstanding at the time of voting; divided by (c) the number of shares of Series A Preferred Stock issued and outstanding at the time of voting. The Series A Preferred Stock continues to have no conversion, liquidation, or dividend rights.

During the year ended May 31, 2017, the Company issued an aggregate of 417,990 shares (as adjusted for the June 20, 2018 reverse stock split) of common stock for the conversion of notes payable and interest in the aggregate amount of $260,391.

During the year ended May 31, 2017, the Company issued an aggregate of 28,250 shares (as adjusted for the June 20, 2018 reverse stock split) of common stock for consulting services rendered to the Company and was recorded as consulting fees on the statement of operations in the amount of $96,900.

During the year ended May 31, 2017, the Company issued an aggregate of 125,000 shares of common stock for cash in the aggregate amount of $40,000.

During the year ended May 31, 2018, the Company issued an aggregate of 278,818 shares (as adjusted for the June 20, 2018 reverse stock split) of common stock for the conversion of notes payable and interest in the aggregate amount of $54,653.

During the year ended May 31, 2018, the Company issued 29,500 shares (as adjusted for the June 20, 2018 reverse stock split) of common stock for cash in the amount of $500.

On May 18, 2018, the Company amended its Articles of Incorporation for a 1 for 4,000 reverse stock split of the Company’s common stock. Each 4,000 shares of common stock will be consolidated into 1 share of common stock following the reverse split. All references to common stock in this document have been adjusted to reflect this reverse split.

At May 31, 2018 and 2017, there are no stock options or warrants outstanding.

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NOTE 10 - COMMITMENTS AND CONTINGENCIES

12 Months Ended

May 31, 2018

Commitments and Contingencies Disclosure [Abstract]

NOTE 10 - COMMITMENTS AND CONTINGENCIES

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Service Agreements

On November 5, 2012, the Company executed a General Services Agreement with the Company’s chief executive officer. The agreement provided for monthly compensation of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party. Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 in exchange for the Company’s agreement to waive collection of $100,000 of the remaining $115,950 loans receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 4). On May 31, 2015, this agreement was terminated.

On March 1, 2017, the Company executed a Consulting Agreement with the Company’s chief executive officer. The agreement provides for monthly compensation of $10,000 through December 31, 2020. The Company may terminate the agreement at any time without cause. For the years ended May 31, 2018 and 2017, the chief executive officer was paid $54,700 and $136,500, respectively.

On November 15, 2012 and June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause.

Effective September 1, 2015, the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate this Consulting Agreement at any time without cause.

Corporate Consulting Agreement

On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months.

On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which has been expensed and included in “Salaries and Consulting Fees” in the accompanying Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts have been accrued at May 31, 2018.

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NOTE 11 - GOING CONCERN

12 Months Ended

May 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 11 - GOING CONCERN

NOTE 11 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At May 31, 2018, the Company had negative working capital of $2.191.837 and an accumulated deficit of $4,297,794. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2019 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.

The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 12 - SUBSEQUENT EVENTS

12 Months Ended

May 31, 2018

Subsequent Events [Abstract]

NOTE 12 - SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

Effective June 20, 2018, the Company effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 3,642,441,577 shares to 910,610 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.

On August 16, 2018, the Company entered into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to with the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG will receive one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 40,000,002 shares of common stock of the Company will be issued to the TMG shareholders. Following the merger, the Company has 40,910,612 shares of common stock issued and outstanding.

TMG was incorporated on August 3, 2018. The merger will provide the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and social networking products. The three stockholders of TMG prior to the merger who are to receive the 40,000,002 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (20,000,002 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2018) (10,000,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2018) (10,000,000 shares).

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

May 31, 2018

Accounting Policies [Abstract]

Accounting Method

a.       Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a May 31 year-end.

Cash and Cash Equivalents

b.       Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

Use of Estimates in the Preparation of Financial Statements

c.       Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. 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 reporting period. Actual results could differ from those estimates.

Basic and Fully Diluted Net Loss per Share of Common Stock

d.       Basic and Fully Diluted Net Loss per Share of Common Stock

In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Dilutive instruments (such as convertible notes payable) have not been included in the diluted earnings per share computations as their effect were antidilutive for the periods presented.

Revenue Recognition

e.       Revenue Recognition

Revenue is recognized upon completion of services or delivery of goods where the sales price is fixed or determinable and collectability is reasonably assured. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues.

Recent Accounting Pronouncements

f.       Recent Accounting Pronouncements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended May 31, 2018 and 2017.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Income Taxes

g.       Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At May 31, 2018, the Company had net operating loss carryforwards of approximately $3,035,346 which may be offset against future taxable income through 2038. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a substantial change in ownership occur, net operating loss carryforwards may be limited as to future use.

Net deferred tax assets consist of the following components as of May 31, 2018 and 2017:

	May 31, 2018			May 31, 2017
Deferred tax assets:
NOL Carryover	$	637,423		$	790,273
Valuation allowance		(637,423	)		(790,273	)
Net deferred tax asset	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income (loss) for the years ended May 31, 2018 and 2017 due to the following:

	May 31, 2018			May 31, 2017
Expected tax (benefit) at 34%	$	(212,726	)	$	(440,774	)
Non-deductible stock-based expenses		—			32,946
Non-deductible expense (non-taxable income) from derivative liability		(92,634	)		57,225
Non-deductible amortization of debt discounts		63,615			137,227
Remeasurement of deferred income tax from 34% to 21% (a)		394,595			—
Change in valuation allowance		(152,850	)		213,376
Provision for income taxes	$	—		$	—

(a) As a result of the Tax Cuts and Jobs Act (Tax Legislation) enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. Accordingly, we have reduced our deferred income tax asset relating to our net operating loss carryforward (and the valuation allowance thereon) by $394,595 from $1,032,018 to $637,423 as of May 31, 2018.

For the periods presented, the Company had no tax positions or unrecognized tax benefits.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  For the periods presented, the Company had no such interest or penalties.

Concentrations of Credit Risk

h.Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at May 31, 2018.

Principles of Consolidation

i.       Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated.

Advertising

j.       Advertising

Advertising costs, which are expensed as incurred, were $4,301 and $4,578 for the years ended May 31, 2018 and 2017, respectively.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

May 31, 2018

Accounting Policies [Abstract]

Net deferred tax assets

	May 31, 2018			May 31, 2017
Deferred tax assets:
NOL Carryover	$	637,423		$	790,273
Valuation allowance		(637,423	)		(790,273	)
Net deferred tax asset	$	—		$	—

Provision for income taxes

	May 31, 2018			May 31, 2017
Expected tax (benefit) at 34%	$	(212,726	)	$	(440,774	)
Non-deductible stock-based expenses		—			32,946
Non-deductible expense (non-taxable income) from derivative liability		(92,634	)		57,225
Non-deductible amortization of debt discounts		63,615			137,227
Remeasurement of deferred income tax from 34% to 21% (a)		394,595			—
Change in valuation allowance		(152,850	)		213,376
Provision for income taxes	$	—		$	—

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NOTE 5 - MUSIC INVENTORY (Tables)

12 Months Ended

May 31, 2018

Inventory Disclosure [Abstract]

Music inventory

	May 31, 2018			May 31, 2017
Digital music acquired for use in operations – at cost	$	17,055		$	13,862
Accumulated depreciation		(7,374	)		—
Music inventory – net	$	9,681		$	13,862

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NOTE 6 - NOTES PAYABLE (Tables)

12 Months Ended

May 31, 2018

Debt Disclosure [Abstract]

Notes payable

	May 31, 2018		May 31, 2017
Notes payable to a corporation, non-interest bearing, due on demand, unsecured	$	78,250	$	63,750
Note payable to an individual, due on May 22, 2015, in default (B)		25,000		25,000
Note payable to an entity, non-interest bearing, due on February 1, 2016, in default (D)		50,000		50,000
Note payable to a family trust, stated interest of $2,500, due on October 31, 2015, in default (E)		7,000		7,000
Note payable to a corporation, stated interest of $5,000, due on October 21, 2015, in default (G)		50,000		50,000
Note payable to a corporation, stated interest of $5,000, due on November 6, 2015, in default (H)		50,000		50,000
Note payable to an individual, stated interest of $2,500, due on December 20, 2015, in default (I)		25,000		25,000
Note payable to a corporation, stated interest of $2,500, due on December 18, 2015, in default (K)		25,000		25,000
Convertible note payable to an entity, interest at 12%, due on December 22, 2016, in default (M)		40,000		20,000
Note payable to a family trust, interest at 10%, due on November 30, 2016, in default (P)		25,000		25,000
Convertible note payable to an entity, interest at 10%, due on March 17, 2017, in default (Q)		33,686		46,126
Convertible note payable to an entity, interest at 10%, due on June 13, 2017, in default (R)		46,250		56,250
Convertible note payable to an entity, interest at 10%, due on April 21, 2017, in default – net of discount of $-0- and $1,940, respectively (S)		40,750		38,810
Convertible note payable to an entity, interest at 12%, due on August 16, 2017, in default (T)		36,900		33,744
Convertible note payable to an entity, interest at 12%, due on October 31, 2017, in default – net of discount of $-0- and $20,288, respectively (S)		46,750		26,462

Convertible note payable to an individual, interest at 10%, due on demand (V)		46,890			59,820
Convertible note payable to an individual, interest at 8%, due on demand (W)		29,000			29,000
Convertible note payable to an individual, interest at 8%, due on demand (X)		21,500			21,500
Convertible note payable to an entity, interest at 10%, due on demand (Y)		8,600			8,600
Convertible note payable to an entity, interest at 12%, due on March 16, 2018, in default (Z)		37,000			—
Convertible note payable to an entity, interest at 10% – net of discount of $54,247 and $-0-, respectively (AA)		33,753			—
Convertible note payable to an entity, interest at 10%, due on demand (BB)		50,000			—
Convertible note payable to an individual, interest at 10%, due on demand (CC)		50,000			—
Convertible note payable to an entity, interest at 10%, due on March 5, 2019 – net of discount of $26,658 and $-0-, respectively (DD)		8,342			—
Convertible note payable to an entity, interest at 10%, due on April 4, 2019 – net of discount of $31,644 and $-0-, respectively (EE)		5,856			—
Notes payable to individuals, non-interest bearing, due on demand		103,476			72,500
Total Notes Payable		974,003			733,562
Less: Current Portion		(974,003	)		(733,562	)
Long-Term Notes Payable	$	—		$	—

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NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Tables)

12 Months Ended

May 31, 2018

Related Party Transactions [Abstract]

Notes payable - related parties

	May 31, 2018			May 31, 2017
Note payable to wife of Company’s chief executive officer, non-interest bearing, due on demand, unsecured	$	23,088		$	10,188
Note payable to Company law firm, non-interest bearing, due on demand, unsecured		2,073			2,073
Total Notes Payable		25,161			12,261
Less: Current Portion		(25,161	)		(12,261	)
Long-Term Notes Payable	$	—		$	—

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NOTE 8 - DERIVATIVE LIABILITY (Tables)

12 Months Ended

May 31, 2018

Notes to Financial Statements

Derivative liability

	May 31, 2018				May 31, 2017
	Face Value		Derivative Liability		Face Value		Derivative Liability
Convertible note payable issued December 29, 2015, due December 29, 2016 (M)	$	40,000	$	40,000	$	20,000	$	60,000
Convertible note payable issued June 17, 2016, due March 17, 2017 (Q)		33,686		27,561		46,127		121,607
Convertible note payable issued November 16, 2016, due August 16, 2017 (T)		36,900		47,000		47,000		166,098
Convertible note payable issued January 31, 2017, due August 31, 2017 (U)		46,750		46,750		46,750		168,552
Convertible note payable issued April 5, 2017, due on demand (W)		29,000		43,500		29,000		81,667
Convertible note payable issued April 5, 2017, due on demand (X)		21,500		32,250		21,500		64,167
Convertible note payable issued June 16, 2017, due on March 16, 2018 (Z)		37,000		37,000		—		—
Convertible note payable issued January 11, 2018 (AA)		88,000		171,204		21,500		64,167
Convertible note payable issued December 1, 2017, due on demand (BB)		50,000		33,333		—		—
Convertible note payable issued December 1, 2017, due on demand (CC)		50,000		33,333		—		—
Convertible note payable issued March 5, 2018, due on March 5, 2019 (DD)		35,000		68,915		—		—
Convertible note payable issued April 4, 2018, due on April 4, 2019 (EE)		37,500		72,957
Totals	$	505,336	$	653,803	$	367,197	$	662,091

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Net deferred tax assets (Details) - USD ($)	May 31, 2018	May 31, 2017
Deferred tax assets:
NOL Carryover	$ 637,423	$ 790,273
Valuation allowance	(637,423)	(790,273)
Net deferred tax asset	$ 0	$ 0

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Provision for income taxes (Details) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Accounting Policies [Abstract]
Expected tax (benefit) at 34%	$ (212,726)	$ (440,774)
Non-deductible provision for impairment	0	32,946
Non-deductible stock based expenses	(92,634)	57,225
Non-deductible expense (non-taxable income) from derivative liability	63,615	137,227
Non-deductible amortization of debt discounts	394,595	0
Change in valuation allowance	(152,850)	213,376
Provision for income taxes	$ 0	$ 0

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NOTE 5 - MUSIC INVENTORY - Music inventory (Details) - USD ($)	May 31, 2018	May 31, 2017
Inventory Disclosure [Abstract]
Digital music acquired for use in operations – at cost	$ 17,055	$ 13,862
Accumulated depreciation	(7,374)	0
Music inventory – net	$ 9,681	$ 13,862

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NOTE 6 - NOTES PAYABLE - Notes payable (Details) - USD ($)	May 31, 2018	May 31, 2017
Notes Payable to a corporation
Long-term notes payable	$ 78,250
Notes Payable to an individual, due May 22, 2015
Long-term notes payable	25,000
Notes Payable to an individual, due May 22, 2015
Long-term notes payable		$ 25,000
Notes Payable to an entity, due February 1, 2016
Long-term notes payable	50,000	50,000
Notes Payable to a family trust, due October 31, 2015
Long-term notes payable	7,000	7,000
Notes Payable to a corporation, due October 21, 2015
Long-term notes payable	50,000	50,000
Notes Payable to a corporation, due November 6, 2015
Long-term notes payable	50,000	50,000
Notes Payable to an individual, due December 20, 2015
Long-term notes payable	25,000	25,000
Note payable to an individual, due December 18, 2015
Long-term notes payable	25,000	25,000
Convertible note payable to an entity, due December 22, 2016 (1)
Long-term notes payable	40,000
Convertible note payable to an entity, due December 22, 2016 (1)
Long-term notes payable		20,000
Note payable to a family trust, due November 30, 2016
Long-term notes payable	25,000	25,000
Convertible note payable to an entity, due March 17, 2017
Long-term notes payable	33,686
Convertible note payable to an entity, due March 17, 2017
Long-term notes payable		46,126
Convertible note payable to an entity, due June 13, 2017
Long-term notes payable	46,250	56,250
Convertible note payable to an entity, due April 21, 2017
Long-term notes payable	40,750	38,810
Convertible note payable to an entity, due August 16, 2017
Long-term notes payable	36,900	33,744
Convertible note payable to an entity, due October 31, 2017
Long-term notes payable	46,750	26,462
Convertible note payable to an individual (1)
Long-term notes payable	46,890	59,820
Convertible note payable to an individual (2)
Long-term notes payable	29,000	29,000
Convertible note payable to an individual (3)
Long-term notes payable	21,500	21,500
Convertible note payable to an Entity
Long-term notes payable	8,600	8,600
Convertible note payable to an Entity (1)
Long-term notes payable	37,000	0
Convertible note payable to an Entity (2)
Long-term notes payable	33,753	0
Convertible note payable to an Entity (3)
Long-term notes payable	50,000	0
Convertible note payable to an individual (4)
Long-term notes payable	50,000	0
Convertible note payable to an Entity (4)
Long-term notes payable	8,342	0
Convertible note payable to an Entity (5)
Long-term notes payable	5,586	0
Notes payable to individuals
Long-term notes payable	$ 103,476	$ 72,500

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NOTE 7 - NOTES PAYABLE - RELATED PARTIES - Notes payable - related parties (Details) - USD ($)	May 31, 2018	May 31, 2017
Note payable to wife of Company's chief executive officer
Current portion	$ 10,188	$ 2,688
Long-term notes payable	10,188	2,688
Total notes payable	0	0
Note payable to wife of Company law firm
Current portion	2,073	2,073
Long-term notes payable	2,073	2,073
Total notes payable	$ 0	$ 0

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NOTE 8 - DERIVATIVE LIABILITY - Derivative liabilities (Details) - USD ($)	May 31, 2018	May 31, 2017
Convertible note payable, Derivative Liability	$ 653,803	$ 662,091
Convertible note payable issued December 29, 2015 (M)
Convertible note payable, Face Value	40,000
Convertible note payable, Derivative Liability	40,000
Convertible note payable issued December 29, 2016 (M)
Convertible note payable, Face Value		20,000
Convertible note payable, Derivative Liability		60,000
Convertible note payable issued June 17, 2016 (Q)
Convertible note payable, Face Value	33,686	46,127
Convertible note payable, Derivative Liability	27,561	121,607
Convertible note payable issued November 16, 2016 (T)
Convertible note payable, Face Value	36,900	47,000
Convertible note payable, Derivative Liability	47,000	166,098
Convertible note payable issued January 31, 2017 (U)
Convertible note payable, Face Value	46,750	46,750
Convertible note payable, Derivative Liability	46,750	168,552
Convertible note payable issued April 5, 2017 (W)
Convertible note payable, Face Value	29,000	29,000
Convertible note payable, Derivative Liability	43,500	81,667
Convertible note payable issued April 5, 2017 (X)
Convertible note payable, Face Value	21,500	21,500
Convertible note payable, Derivative Liability	32,250	64,167
Convertible note payable issued June 16, 2017 (Z)
Convertible note payable, Face Value	37,000	0
Convertible note payable, Derivative Liability	37,000	0
Convertible note payable issued January 11, 2018 (AA)
Convertible note payable, Face Value	88,000	21,500
Convertible note payable, Derivative Liability	171,204	64,157
Convertible note payable issued December 1, 2017 (BB)
Convertible note payable, Face Value	50,000	0
Convertible note payable, Derivative Liability	33,333	0
Convertible note payable issued December 1, 2017 (CC)
Convertible note payable, Face Value	50,000	0
Convertible note payable, Derivative Liability	33,333	0
Convertible note payable issued March 5, 2018 (DD)
Convertible note payable, Face Value	35,000	0
Convertible note payable, Derivative Liability	68,915	0
Convertible note payable issued April 4, 2018 (EE)
Convertible note payable, Face Value	37,500	0
Convertible note payable, Derivative Liability	$ 72,957	$ 0

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	May 31, 2018	May 31, 2017
Accounting Policies [Abstract]
Net operating loss carryforwards	$ 3,035,346
Advertising costs	$ 4,301	$ 4,578

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NOTE 4 - LOANS RECEIVABLE - RELATED PARTY (Details Narrative)

12 Months Ended

May 31, 2018

Receivables [Abstract]

Note payable - related party

During the year ended May 31, 2013, the Company loaned $174,950 to the Company’s current chief executive in anticipation of the merger agreement described in Note 1. The loans were non-interest bearing and due on demand. Effective May 31, 2015, the Company agreed to waive collection of $100,000 of the remaining $115,950 loans receivable balance in exchange for the chief executive officer’s agreement to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 (see Note 10). As of May 31, 2018, the balance due on this loan was $15,950.

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NOTE 5 - MUSIC INVENTORY (Details Narrative) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Inventory Disclosure [Abstract]
Purchase music inventory	$ 3,193
Depreciation on music inventory	$ 7,374	$ 0

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NOTE 6 - NOTES PAYABLE (Details Narrative)

12 Months Ended

May 31, 2018

Common Stock Payable

Notes payable

On April 22, 2015, the Company issued a $25,000 Promissory Note, non-interest bearing (interest at 24% per annum after May 22, 2015), due at maturity on May 22, 2015. The Company also agreed to issue 500,000 shares (125 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $50,000 on April 22, 2015, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $16,667. This amount was amortized over the 30 days life of the promissory note.

Promissory Note (D)

Notes payable

On July 24, 2015, the Company issued a $50,000 Promissory Note to Kodiak Capital Group, LLC (“Kodiak”) for services rendered in association with the Equity Purchase Agreement (See Note 8). As amended and restated January 4, 2016, the note is non-interest bearing and was due on February 1, 2016.

Promissory Note (E)

Notes payable

On July 31, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on October 31, 2015. The Company also issued 1,000,000 shares (250 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $38,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $15,079. This amount was amortized over the 90 days life of the promissory note.

Promissory Note (G)

Notes payable

On August 6, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on October 21, 2015. The Company also agreed to issue 2,000,000 shares (500 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $76,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $30,159. This amount was amortized over the 75 days life of the promissory note.

Promissory Note (H)

Notes payable

On August 21, 2015, the Company issued a $50,000 Promissory Note with a stated interest amount of $5,000 due at maturity on November 6, 2015. The Company also agreed to issue 2,000,000 shares (500 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $60,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $27,273. This amount was amortized over the 75 days life of the promissory note.

Promissory Note (I)

Notes payable

On September 21, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 20, 2015. The Company also agreed to issue 1,000,000 shares (250 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $30,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $13,636. This amount was amortized over the 90 days life of the promissory note. In the event that all principal and interest are not paid to the lender by January 20, 2016, the Company is obligated to issue another 1,000,000 shares (250 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock to the lender and for interest to accrue at a rate of 24% per annum commencing on January 21, 2016.

Promissory Note (K)

Notes payable

On November 13, 2015, the Company issued a $25,000 Promissory Note with a stated interest amount of $2,500 due at maturity on December 18, 2015. The Company also agreed to issue 200,000 shares (50 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock, valued at $6,000, as part of the note agreement. The proceeds of the note were allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of $4,839. This amount was amortized over the 35 days life of the promissory note. In the event that all principal and interest are not paid to the lender by December 18, 2015, the Company is obligated to pay late fees of 5,000 shares (1.25 shares adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) of common stock per day for the first 60 days after December 18, 2015, and beginning with the 61^st day after December 18, 2015, any balance owed shall accrue interest at a rate of 10% per annum.

Promissory Note (M)

Notes payable

On December 29, 2015, the Company issued a $20,000 Convertible Promissory Note to a lender for net loan proceeds of $15,000. The note bears interest at a rate of 12% per annum, was due on December 22, 2016, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest closing bid price during the 30 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (P)

Notes payable

On June 3, 2016, the Company issued a $25,000 Promissory Note. The note bears interest at a rate of 10% per annum and was due on November 30, 2016.

Promissory Note (Q)

Notes payable

On June 17, 2016, the Company issued a $50,750 Convertible Promissory Note to a lender for net loan proceeds of $44,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on March 17, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 55% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (R)

Notes payable

On July 21, 2016, the Company issued a $56,250 Convertible Promissory Note to a lender for net loan proceeds of $50,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on April 21, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share ($2.00 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split).

Promissory Note (S)

Notes payable

On September 13, 2016, the Company issued a $40,750 Convertible Promissory Note to a lender for net loan proceeds of $35,000. The note bears interest at a rate of 10% per annum (24% per annum default rate), was due on June 13, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0005 per share ($2.00 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split).

Promissory Note (T)

Notes payable

On November 16, 2016, the Company issued a $47,000 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on August 16, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (U)

Notes payable

On January 31, 2017, the Company issued a $46,750 Convertible Promissory Note to a lender for net loan proceeds of $40,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on October 31, 2017, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (V)

Notes payable

On May 3, 2017, the Company issued a $72,750 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 14, 2014. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to $0.0001293 per share ($0.5172 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split).

Promissory Note (W)

Notes payable

On April 5, 2017, the Company issued a $35,000 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on August 23, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (X)

Notes payable

On April 5, 2017, the Company issued a $27,500 Convertible Promissory Note to a lender as a replacement for the principal and interest due on a promissory note due on October 31, 2015. The note bears interest at a rate of 8% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 40% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (Y)

Notes payable

On March 1, 2017, the Company issued a $8,600 Convertible Promissory Note to a vendor of the Company to convert certain accounts payable due to the vendor. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the higher of $0.00004 per share ($0.16 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split) or 60% of the lowest Trading Price during the 5 Trading Day period prior to the Conversion Date.

Promissory Note (Z)

Notes payable

On June 16, 2017, the Company issued a $37,000 Convertible Promissory Note to a lender for net loan proceeds of $31,000. The note bears interest at a rate of 12% per annum (24% per annum default rate), was due on March 16, 2018, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 25 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (AA)

Notes payable

On January 11, 2018, the Company issued a $500,000 Convertible Promissory Note to a lender. During the quarter ended February 28, 2018, the Company borrowed $88,000 (of the $500,000), and received net loan proceeds of $75,000. The note bears interest at a rate of 10% per annum and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 15 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability). The maturity date for each tranche funded is twelve months from the effective date of each payment.

Promissory Note (BB)

Notes payable

On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to pay for certain consulting services rendered by the Company law firm. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (CC)

Notes payable

On December 1, 2017, the Company issued a $50,000 Convertible Promissory Note to a vendor in settlement of certain accrued consulting fees of $50,000. The note bears interest at a rate of 10% per annum, is due on demand, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 60% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (DD)

Notes payable

On March 5, 2018, the Company issued a $35,000 Convertible Promissory Note to a lender for net loan proceeds of $33,000. The note bears interest at a rate of 10% per annum, is due on March 5, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

Promissory Note (EE)

Notes payable

On April 4, 2018, the Company issued a $37,500 Convertible Promissory Note to a lender for net loan proceeds of $35,500. The note bears interest at a rate of 10% per annum, is due on April 4, 2019, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to 50% of the lowest Trading Price during the 20 Trading Day period prior to the Conversion Date. See Note 8 (Derivative Liability).

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NOTE 8 - DERIVATIVE LIABILITY (Details Narrative)

12 Months Ended

May 31, 2018

May 31, 2017

Notes to Financial Statements

Assumptions used for calculations

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2018 include (1) stock price of $0.0001 per share ($0.40 per share adjusted for the June 20, 2018 reverse stock split, (2) exercise prices ranging from $0.00004 to $0.00006 per share ($0.16 to $0.24 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split), (3) terms ranging from 0 days to 278 days, (4) expected volatility of 527% and (5) risk free interest rates ranging from 1.76% to 2.23%.

Assumptions used for the calculations of the derivative liability of the notes at May 31, 2017 include (1) stock price of $0.0002 per share ($0.80 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split), (2) exercise prices ranging from $0.00005 to $0.00006 per share ($0.20 to $0.24 per share adjusted for the June 20, 2018 1 share for 4,000 shares reverse stock split), (3) terms ranging from 0 days to 92 days, (4) expected volatility of 490% and (5) risk free interest rates ranging from 0.86% to 0.98%.

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NOTE 9 - EQUITY TRANSACTIONS (Details Narrative) - USD ($)

12 Months Ended

May 31, 2018

May 31, 2017

Common stock issued, shares

910,610

602,293

Conversion of notes payable (1)

Common stock issued, shares

417,990

Common stock issued, value

$ 260,391

Consulting Services

Common stock issued, shares

28,250

Common stock issued, value

$ 96,900

Cash (1)

Common stock issued, shares

125,000

Common stock issued, value

$ 40,000

Conversion of notes payable (2)

Common stock issued, shares

278,818

Common stock issued, value

$ 54,653

Cash (2)

Common stock issued, shares

29,500

Common stock issued, value

$ 500

Reverse split

Consolidated shares after reverse split

On May 18, 2018, the Company amended its Articles of Incorporation for a 1 for 4,000 reverse stock split of the Company’s common stock. Each 4,000 shares of common stock will be consolidated into 1 share of common stock following the reverse split. All references to common stock in this document have been adjusted to reflect this reverse split.

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NOTE 10 - COMMITMENTS AND CONTINGENCIES (Details Narrative)

12 Months Ended

May 31, 2018

USD ($)

Service Agreement, November 5, 2012

Monthly compensation

$ 10,000

Agreement terms

On November 5, 2012, the Company executed a General Services Agreement with the Company’s chief executive officer. The agreement provided for monthly compensation of $10,000 and was to remain in full force and effect until either party provided 30 days notice of termination to the other party. Effective May 31, 2015, the chief executive officer agreed to waive payment of the $100,000 accrued consulting fees balance due him at May 31, 2015 in exchange for the Company’s agreement to waive collection of $100,000 of the remaining $115,950 loans receivable balance due from the chief executive officer at May 31, 2015 before this transaction (see Note 4). On May 31, 2015, this agreement was terminated.

Consulting Agreement, March 1, 2017

Agreement terms

On March 1, 2017, the Company executed a Consulting Agreement with the Company’s chief executive officer. The agreement provides for monthly compensation of $10,000 through December 31, 2020. The Company may terminate the agreement at any time without cause. For the years ended May 31, 2018 and 2017, the chief executive officer was paid $54,700 and $136,500, respectively.

Service Agreement, November 15, 2012

Agreement terms

On November 15, 2012 and June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause.

Consulting fees

$ 1,000

Service Agreement, June 3, 2013

Agreement terms

On November 15, 2012 and June 3, 2013, the Company executed General Services Agreements with two other service providers. The agreements provided for monthly compensation of $1,000 and $500, respectively, and were to remain in full force and effect until either party provided 90 days and 30 days, respectively, notice of termination to the other party. Effective September 1, 2015, these two agreements were replaced by Consulting Agreements to provide for monthly compensation of $5,000 to each of the two service providers. The term of the agreements is from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate both of these Consulting Agreements at any time without cause.

Consulting fees

$ 500

Service Agreement, September 1, 2015

Agreement terms

Effective September 1, 2015, the Company entered into a Consulting Agreement with another service provider. The agreement provides for monthly compensation of $1,000 for a term from September 1, 2015 to December 31, 2016 and thereafter on a month-to-month basis. The Company may terminate this Consulting Agreement at any time without cause.

Consulting fees

$ 1,000

Corporate Consulting Agreement March 14, 2018

Agreement terms

On March 14, 2018, the Company executed a Corporate Consulting Agreement (the “Agreement”) with a consulting firm entity (the “Consultant”). The Agreement provided for the Consultant to perform certain investor relations and other services for the Company. The term of the Agreement was 4 months but the Agreement provided that the Company could terminate the Agreement for any reason at any time upon 5 days written prior notice. The Agreement provided for 8 payments of cash fees totaling $240,000 to be paid to the Consultant over 4 months.

Corporate Consulting Agreement April 1, 2018

Agreement terms

On April 1, 2018, the Company notified the Consultant that the Agreement was terminated. A total of $25,000 was paid to the Consultant in March 2018 which has been expensed and included in “Salaries and Consulting Fees” in the accompanying Consolidated Statement of Operations for the year ended May 31, 2018. No other amounts have been accrued at May 31, 2018.

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NOTE 11 - GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Negative working capital	$ 2,191,837
Accumulated deficit	$ (4,297,794)	$ (3,672,130)

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NOTE 12 - SUBSEQUENT EVENTS (Details Narrative)

12 Months Ended

May 31, 2017

Subsequent Events [Abstract]

Reverse split

Effective June 20, 2018, the Company effectuated a 1 share for 4,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 3,642,441,577 shares to 910,610 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.

Merger Agreement

On August 16, 2018, the Company entered into a Merger Agreement by and among the Company, and The Marquie Group, Inc., a Utah Corporation (“TMG”), pursuant to with the Company merged with TMG. The Company is the surviving corporation. Each shareholder of TMG will receive one (1) share of common stock of the Company for every one (1) share of TMG common stock held as of August 16, 2018. In accordance with the terms of the merger agreement, all of the shares of TMG held by TMG shareholders were cancelled, and 40,000,002 shares of common stock of the Company will be issued to the TMG shareholders. Following the merger, the Company has 40,910,612 shares of common stock issued and outstanding.

TMG was incorporated on August 3, 2018. The merger will provide the Company with certain registered trademarks and intellectual property of TMG with respect to health, beauty, and social networking products. The three stockholders of TMG prior to the merger who are to receive the 40,000,002 shares are (1) Marc Angell (CEO of the Company) and Jacquie Angell (20,000,002 shares), (2) The OZ Corporation (holder of $103,250 of Company notes payable at May 31, 2018) (10,000,000 shares), and (3) John Thomas P.C. (Company law firm and holder of $52,073 of Company notes payable at May 31, 2018) (10,000,000 shares).