10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended August 31, 2020
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

Commission File Number 333-190658

Startech Labs, Inc.

(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

244 Madison Avenue, New York City, NY	10016-2817
(Address of principal executive offices)	(Zip Code)

(802) 255-4212

(Registrant’s telephone number, including area code)

____________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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, 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES     ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

60,648,433 common stock issued and outstanding as of September 10, 2020

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
SIGNATURES		19

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STARTECH LABS, INC.

BALANCE SHEETS

(Unaudited)

	August 31,			May 31,
	2020			2020
ASSETS
Current Assets
Total Assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	3,500		$	4,225
Accrued interest		29,752			23,986
Convertible notes		119,302			113,670
Total Current Liabilities		152,554			141,881
Total Liabilities		152,554			141,881
STOCKHOLDERS' DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized,60,648,433 shares and 55,148,433 issued and outstanding, respectively		60,648			55,148
Additional paid-in capital		38,644,521			38,622,389
Accumulated deficit		(38,857,723	)		(38,819,418	)
Total Stockholders' Deficit		(152,554	)		(141,881	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

3

STARTECH LABS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	August 31,			August 31,
	2020			2019
Revenues	$	-		$	-
Operating Expenses
General and administration		450			450
Professional		15,458			13,693
Total operating expenses		15,908			14,143
Net loss from operations		(15,908	)		(14,143	)
Other expense
Interest expense		(22,397	)		(50,976	)
Total other expense		(22,397	)		(50,976	)
Net loss before taxes		(38,305	)		(65,119	)
Provision for income taxes		-			-
Net loss	$	(38,305	)	$	(65,119	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.44	)
Weighted Average Common Shares Outstanding		60,648,433			148,433

The accompanying notes are an integral part of these audited financial statements.

4

STARTECH LABS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED AUGUST 31, 2020 AND 2019

(Unaudited)

					Additional
	Common stock				paid-in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, May 31, 2020		55,148,433	$	55,148	$	38,622,389	$	(38,819,418	)	$	(141,881	)
Beneficial conversion feature		-		-		16,632		-			16,632
Common shares issued for repayment of convertible notes		5,500,000		5,500		5,500		-			11,000
Net loss for the period		-		-		-		(38,305	)		(38,305	)
Balance, August 31, 2020		60,648,433	$	60,648	$	38,644,521	$	(38,857,723	)	$	(152,554	)

					Additional
	Common stock				paid-in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, May 31, 2019		148,433	$	148	$	71,465	$	(157,219	)	$	(85,606	)
Beneficial conversion feature		-		-		45,746		-			45,746
Net loss for the period		-		-		-		(65,119	)		(65,119	)
Balance, August 31, 2019		148,433	$	148	$	117,211	$	(222,338	)	$	(104,979	)

The accompanying notes are an integral part of these unaudited financial statements.

5

STARTECH LABS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	August 31,			August 31,
	2020			2019
Cash Flows from Operating Activities:
Net loss	$	(38,305	)	$	(65,119	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		16,632			45,746
Changes in operating assets and liabilities:
Accounts payable		(725	)		(574	)
Accrued interest		5,766			5,230
Net Cash Used in Operating Activities		(16,632	)		(14,717	)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes		16,632			14,717
Net Cash Provided by Financing Activities		16,632			14,717
Net Change in Cash and Cash Equivalents		-			-
Cash and Cash Equivalents, beginning of period		-			-
Cash and Cash Equivalents, end of period	$	-		$	-
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Disclosure:
Beneficial conversion feature	$	16,632		$	45,746
Issuance of common shares for repayment of convertible notes	$	11,000		$	-

The accompanying notes are an integral part of these unaudited financial statements.

6

STARTECH LABS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AUGUST 31, 2020

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization, Nature of Business and Trade Name

UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps.

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.

Disposal of business

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

The company is currently evaluating future business opportunities.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Startech Labs, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of August 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2020 filed with the SEC on August 21, 2020.

7

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

For the three months ended August 31, 2020 and August 31, 2019, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	August 31, 2020		August 31, 2019
	(Shares)		(Shares)
Convertible notes payable		37,648,682		8,201,431

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

8

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

As of August 31, 2020, and May 31, 2020, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

Recent Accounting Pronouncements

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The Company has incurred net losses since inception on April 20, 2013 through August 31, 2020 totaling $38,857,723 and has negative working capital at August 31, 2020. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

NOTE 4 – COMMON STOCK

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.

On June 26, 2019, a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The reverse stock split became effective on July 17, 2019. The reverse stock split has been retrospectively reflected in the financial statements for the year ended May 31, 2019.

9

On March 9, 2020, the Company issued 55,000,000 shares of restricted common stock valued at $38,500,000 based on stock trading price at $0.70 per share to the Company’s Chief Executive Officer as compensation for the payment of the salary for the year 2019.

On June 1, 2020, the Company issued 5,500,000 shares of common stock valued at $5,500,000 based on stock trading price at $1.00 per share for the partial repayment of convertible notes at aggregated principal amount of $11,000.

As of August 31, 2020, and May 31, 2020, 60,648,433 shares and 55,148,433 shares of common stock were issued and outstanding, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

On June 1, 2019, the Company issued convertible notes to three un-affiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock.

NOTE 6 – CONVERTIBLE NOTES

	August 31,			May 31,
	2020			2020
Convert Notes - June 2019	$	56,859		$	56,859
Convert Notes - August 2019		14,716			14,716
Convert Notes - November 2019		8,789			8,789
Convert Notes - February 2020		18,956			29,956
Convert Notes - May 2020		3,350			3,350
Convert Notes - August 2020		16,632			-
		119,302			113,670
Less current portion of convertible notes payable		(119,302	)		(113,670	)
Long-term convertible notes payable	$	-		$	-

On June 1, 2019, the Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock. The total debt discount from the beneficial conversion features of $81,859 was expensed upon issuance of the notes.

On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note.

On November 30, 2019, the Company issued a convertible note to an unaffiliated party of $8,789 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $8,788 was expensed upon issuance of the note.

10

On January 3, 2020, the Company amended a convertible note of $25,000 issued on June 1, 2019. The amended convertible note is due on demand, bear interest at 5% per annum and are convertible at $0.002 per share for the Company common stock. On February 17, 2020, the note holder of the amended convertible note sold the note to two unaffiliated parties. On June 1, 2020, principal of $11,000 from the convertible notes was converted for 5,500,000 shares of common stock.

On February 29, 2020, the Company issued a convertible note to an unaffiliated party of $4,956 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $4,956 was expensed upon issuance of the note.

On May 31, 2020, the Company issued a convertible note to an unaffiliated party of $3,350 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $3,350 was expensed upon issuance of the note.

On August 31, 2020, the Company issued a convertible note to an unaffiliated party of $16,632 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $16,632 was expensed upon issuance of the note.

During the three months ended August 31, 2020 and August 31, 2019, the Company incurred note interest expense of $23,986 and $5,230, respectively.

As of August 31, 2020, and May 31, 2020 the convertible notes payable was $119,302 and $113,670, respectively, and accrued note interest payable was $29,752 and $23,986, respectively.

NOTE 7– SUBSEQUENT EVENT

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the August 31, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Startech Labs, Inc., a Nevada corporation, unless otherwise indicated.

12

Overview

We were incorporated in the State of Nevada on April 20, 2013 under the name UpperSolution.com with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

On January 10, 2018, our company, Analog Nest Technologies, Inc. (“Analog Nest”) and the shareholders of Analog (the “Analog Nest Shareholders”) closed a transaction pursuant a share exchange agreement dated January 10, 2018, whereby our company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock our company issued 100,000 shares of our common stock to the Analog Nest Shareholders.

Analog Nest was incorporated in the State of Nevada on September 8, 2017 as a mobile application (“app”) company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms. In December 2017, Analog Nest acquired the following apps: Old Fart Booth, Old Fart Booth Pro, Ugly Face Booth, Ugly Santa Booth, Baldy – Bald Photo Booth, Fatty – Make Funny Fat Faces, Slender Man Scary Prank, Anime Booth, Anime Booth Free, Minecart Mayhem, Pimp My Pet, Pimp My Dog, Cavity Detector – Scary Prank, Mustacher, Alex From Target, A Farm Animal Salon, Mustacher Pro, Pimp My Cat, and Animal Dress Up Salon.

On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.

We have not declared bankruptcy, been involved in receivership or any similar proceeding.

Our office is located at 244 Madison Avenue, New York, NY 10016-2817 and our telephone number is (802) 255-4212. We do not own any property and we do not have a corporate website.

Our Current Business

We are in the business of the creation and development of utility/entertainment apps for Google’s Android and Apple’s iOS platforms, through our wholly owned subsidiary, Analog Nest.

Product Lines

Analog Nest operates primarily in the computer/software applications industry and specifically in the development of Android and iOS apps for mobile devices. In the past five years the number of total apps on the Google Play Store has increased from around 200,000 in 2011 to around 1.6 million in 2015 and currently about 2 million apps in the Apple’s App store as well. The Google Play Store and Apple’s App Store are generally referred to herein as an “App Store”.

Analog Nest generates revenue from selling certain apps in the App Stores and from displaying advertisements in certain applications. Approximately eighty percent (80%) of Analog Nest revenue is generated from the sales of Apps and the remaining revenue comes for advertising.

13

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended August 31, 2020 and August 31, 2019.

Three months ending August 31, 2020 compared to three months ending August 31, 2019:

	For the Three Months Ended
	August 31,			August 31,
	2020			2019			Change			%
Revenue	$	-		$	-		$	-			-
Operating Expenses
General and administrative expenses		450			450			-			-
Professional fees		15,458			13,693			1,765			13	%
Other expense		22,397			50,976			(28,579	)		(56	%)
Net Loss	$	(38,305	)	$	(65,119	)	$	26,814			(41	%)

Revenue

We have not generated any revenues for the three months ended August 31, 2020 and August 31, 2019.

Operating expense

Operating expenses for three months ended August 31, 2020 included general and administrative expenses of $450 and professional fees of $15,458. Operating expenses for three months ended August 31, 2019 included general and administrative expenses of $450 and professional fees of $13,693.

Other expense

Other expense for three months ended August 31, 2020 included convertible note discount amortization of $16,632 and convertible note interest expense of $5,765. Other expense for three months ended August 31, 2019 included convertible note discount amortization of $45,746 and convertible note interest expense of $5,230

Net loss

Net loss totaled $38,305 for the three months ended August 31, 2020, compared to a net loss for the three months ended August 31, 2019 of $65,119. The decrease in net loss was due to the decrease in convertible note discount amortization.

Liquidity and Capital Resources

Working Capital

	August 31,			May 31,
	2020			2020			Change
Current Assets	$	-		$	-			-
Current Liabilities	$	152,554		$	141,881			10,673
Working Capital Deficiency	$	(152,554	)	$	(141,881	)		(10,673	)

14

The increase in working capital deficiency during the three months ended August 31, 2020 was primarily a result of an increase of convertible notes and accrued interest payable.

	For the Three Months Ended
	August 31,			August 31,
	2020			2019
Cash Flows used in Operating Activities	$	(16,632	)	$	(14,717	)
Cash Flows used in Investing Activities		-			-
Cash Flows from Financing Activities		16,632			14,717
Net Change in Cash and Cash Equivalents	$	-		$	-

Cash Flows

Cash Flow from Operating Activities

During the three months ended August 31, 2020, our company used $16,632 in cash from operating activities, compared to $14,717 cash used in operating activities during the three months ended August 31, 2019.

The cash used from operating activities for the three months ended August 31, 2020 was attributed to a net loss of $38,305, reduced by amortization of debt discount of $16,632 and changes in operating assets and liabilities of $5,041.

The cash used from operating activities for the three months ended August 31, 2019 was attributed to a net loss of $65,119, reduced by amortization of debt discount of $45,746 and changes in operating assets and liabilities of $4,656.

Cash Flow from Investing Activities

During the three months ended August 31, 2020 and August 31, 2019, our company did not use any cash in investing activities.

Cash Flow from Financing Activities

During the three months ended August 31,2020, our company received $16,632 and $14,717 from the issuance of convertible notes, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Going Concern

We have incurred net loss since our inception on April 20, 2013 through August 31, 2020 totaling $38,857,723 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended May 31, 2020 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

15

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation Of Disclosure Controls And Procedures

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of August 31, 2020, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, our President (our Principal Executive Officer and Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of August 31, 2020, our company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

Management’s Report On Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our management concluded that, as of August 31, 2020, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to rules of the SEC that permit our company to provide only management’s report in this quarterly report.

Changes In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended August 31, 2020 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 31, 2020, the Company issued a convertible note to an unaffiliated party of $16,632 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $16,632 was expensed upon issuance of the note.

17

Item 6. Exhibits

		INCORPORATED BY REFERENCE
EXHIBIT NUMBER	Exhibit Description	Form	Exhibit	Filing Date
(3)	(i) Articles of Incorporation, (ii) Bylaws
3.1*	Articles of Incorporation	10-K	3.1	August 21, 2019
3.2	By-Laws	S-1	3.2	August 16, 2013
3.3*	Certificate of Amendment	10-K	3.3	August 21, 2019
(31)	(i) Rule 13a-14(a)/15d-14(a) Certifications, (ii) Rule 13a-14/15d-14 Certifications
31.1*	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer
(32)	Section 1350 Certifications
32.1**	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
(100)	Interactive Data File
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

_________

*Filed herewith.

**Furnished herewith.

18

SIGNATURES

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

	STARTECH LABS, INC.
	(Registrant)
Dated: October 1, 2020	/s/ Kevin So
	Kevin So
	President, Chief Executive Officer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

19

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin So, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Startech Labs, Inc.;
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 1, 2020

/s/ Kevin So

Kevin So

President, Chief Executive Officer,

Secretary and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin So, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Startech Labs, Inc. for the period ended August 31, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Startech Labs, Inc.

Dated: October 1, 2020	/s/ Kevin So
	Kevin So
	President, Chief Executive Officer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Startech Labs, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Startech Labs, Inc. and will be retained by Startech Labs, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Aug. 31, 2020	Sep. 10, 2020
Cover [Abstract]
Entity Registrant Name	Startech Labs, Inc.
Entity Central Index Key	0001584480
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Aug. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		60,648,433
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	No

XML

BALANCE SHEETS - USD ($)	Aug. 31, 2020	May 31, 2020
Current Assets
Total Assets	$ 0	$ 0
Current Liabilities
Accounts payable and accrued liabilities	3,500	4,225
Accrued interest	29,752	23,986
Convertible notes	119,302	113,670
Total Current Liabilities	152,554	141,881
Total Liabilities	152,554	141,881
STOCKHOLDERS' DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized,60,648,433 shares and 55,148,433 issued and outstanding, respectively	60,648	55,148
Additional paid-in capital	38,644,521	38,622,389
Accumulated deficit	(38,857,723)	(38,819,418)
Total Stockholders' Deficit	(152,554)	(141,881)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 31, 2020	May 31, 2020
STOCKHOLDERS' DEFICIT
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	60,648,433	55,148,433
Common stock, shares outstanding	60,648,433	55,148,433

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2020	Aug. 31, 2019
STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 0	$ 0
Operating Expenses
General and administration	450	450
Professional	15,458	13,693
Total operating expenses	15,908	14,143
Net loss from operations	(15,908)	(14,143)
Other expense
Interest expense	(22,397)	(50,976)
Total other expense	(22,397)	(50,976)
Net loss before taxes	(38,305)	(65,119)
Provision for income taxes	0	0
Net loss	$ (38,305)	$ (65,119)
Net Loss Per Common Share - Basic and Diluted	$ (0.00)	$ (0.44)
Weighted Average Common Shares Outstanding	60,648,433	148,433

XML

STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional paid-in capital	Accumulated Deficit
Balance, shares at May. 31, 2019		148,433
Balance, amount at May. 31, 2019	$ (85,606)	$ 148	$ 71,465	$ (157,219)
Beneficial conversion feature	45,746	0	45,746	0
Net loss for the period	(65,119)	$ 0	0	(65,119)
Balance, shares at Aug. 31, 2019		148,433
Balance, amount at Aug. 31, 2019	(104,979)	$ 148	117,211	(222,338)
Balance, shares at May. 31, 2020		55,148,433
Balance, amount at May. 31, 2020	(141,881)	$ 55,148	38,622,389	(38,819,418)
Beneficial conversion feature	16,632	0	16,632	0
Net loss for the period	(38,305)	$ 0	0	(38,305)
Common shares issued for repayment of convertible notes, shares		5,500,000
Common shares issued for repayment of convertible notes, amount	11,000	$ 5,500	5,500	0
Balance, shares at Aug. 31, 2020		60,648,433
Balance, amount at Aug. 31, 2020	$ (152,554)	$ 60,648	$ 38,644,521	$ (38,857,723)

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2020	Aug. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (38,305)	$ (65,119)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount	16,632	45,746
Changes in operating assets and liabilities:
Accounts payable	(725)	(574)
Accrued interest	5,766	5,230
Net Cash Used in Operating Activities	(16,632)	(14,717)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes	16,632	14,717
Net Cash Provided by Financing Activities	16,632	14,717
Net Change in Cash and Cash Equivalents	0	0
Cash and Cash Equivalents, beginning of period	0	0
Cash and Cash Equivalents, end of period	0	0
Supplemental Disclosure Information:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-Cash Disclosure:
Beneficial conversion feature	16,632	45,746
Issuance of common shares for repayment of convertible notes	$ 11,000	$ 0

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Aug. 31, 2020

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 Organization, Nature of Business and Trade Name

UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps.

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.

Disposal of business

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

The company is currently evaluating future business opportunities.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Aug. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Startech Labs, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of August 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2020 filed with the SEC on August 21, 2020.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

For the three months ended August 31, 2020 and August 31, 2019, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	August 31, 2020		August 31, 2019
	(Shares)		(Shares)
Convertible notes payable		37,648,682		8,201,431

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

As of August 31, 2020, and May 31, 2020, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

Recent Accounting Pronouncements

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

XML

GOING CONCERN

3 Months Ended

Aug. 31, 2020

GOING CONCERN

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The Company has incurred net losses since inception on April 20, 2013 through August 31, 2020 totaling $38,857,723 and has negative working capital at August 31, 2020. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

XML

COMMON STOCK

3 Months Ended

Aug. 31, 2020

COMMON STOCK

NOTE 4 - COMMON STOCK

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.

On June 26, 2019, a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The reverse stock split became effective on July 17, 2019. The reverse stock split has been retrospectively reflected in the financial statements for the year ended May 31, 2019.

On March 9, 2020, the Company issued 55,000,000 shares of restricted common stock valued at $38,500,000 based on stock trading price at $0.70 per share to the Company’s Chief Executive Officer as compensation for the payment of the salary for the year 2019.

On June 1, 2020, the Company issued 5,500,000 shares of common stock valued at $5,500,000 based on stock trading price at $1.00 per share for the partial repayment of convertible notes at aggregated principal amount of $11,000.

As of August 31, 2020, and May 31, 2020, 60,648,433 shares and 55,148,433 shares of common stock were issued and outstanding, respectively.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Aug. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

On June 1, 2019, the Company issued convertible notes to three un-affiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock.

XML

CONVERTIBLE NOTES

3 Months Ended

Aug. 31, 2020

CONVERTIBLE NOTES

NOTE 6 - CONVERTIBLE NOTES

	August 31,			May 31,
	2020			2020
Convert Notes - June 2019	$	56,859		$	56,859
Convert Notes - August 2019		14,716			14,716
Convert Notes - November 2019		8,789			8,789
Convert Notes - February 2020		18,956			29,956
Convert Notes - May 2020		3,350			3,350
Convert Notes - August 2020		16,632			-
		119,302			113,670
Less current portion of convertible notes payable		(119,302	)		(113,670	)
Long-term convertible notes payable	$	-		$	-

On June 1, 2019, the Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock. The total debt discount from the beneficial conversion features of $81,859 was expensed upon issuance of the notes.

On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note.

On November 30, 2019, the Company issued a convertible note to an unaffiliated party of $8,789 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $8,788 was expensed upon issuance of the note.

On January 3, 2020, the Company amended a convertible note of $25,000 issued on June 1, 2019. The amended convertible note is due on demand, bear interest at 5% per annum and are convertible at $0.002 per share for the Company common stock. On February 17, 2020, the note holder of the amended convertible note sold the note to two unaffiliated parties. On June 1, 2020, principal of $11,000 from the convertible notes was converted for 5,500,000 shares of common stock.

On February 29, 2020, the Company issued a convertible note to an unaffiliated party of $4,956 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $4,956 was expensed upon issuance of the note.

On May 31, 2020, the Company issued a convertible note to an unaffiliated party of $3,350 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $3,350 was expensed upon issuance of the note.

On August 31, 2020, the Company issued a convertible note to an unaffiliated party of $16,632 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $16,632 was expensed upon issuance of the note.

During the three months ended August 31, 2020 and August 31, 2019, the Company incurred note interest expense of $23,986 and $5,230, respectively.

As of August 31, 2020, and May 31, 2020 the convertible notes payable was $119,302 and $113,670, respectively, and accrued note interest payable was $29,752 and $23,986, respectively.

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SUBSEQUENT EVENT

3 Months Ended

Aug. 31, 2020

SUBSEQUENT EVENT

NOTE 7 - SUBSEQUENT EVENTS

 In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the August 31, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Aug. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of August 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2020 filed with the SEC on August 21, 2020.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

For the three months ended August 31, 2020 and August 31, 2019, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	August 31, 2020		August 31, 2019
	(Shares)		(Shares)
Convertible notes payable		37,648,682		8,201,431

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

As of August 31, 2020, and May 31, 2020, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

Recent Accounting Pronouncements

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Aug. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of computation of diluted net loss per shares

	August 31, 2020		August 31, 2019
	(Shares)		(Shares)
Convertible notes payable		37,648,682		8,201,431

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CONVERTIBLE NOTES (Tables)

3 Months Ended

Aug. 31, 2020

CONVERTIBLE NOTES

Schedule of convertible notes

	August 31,			May 31,
	2020			2020
Convert Notes - June 2019	$	56,859		$	56,859
Convert Notes - August 2019		14,716			14,716
Convert Notes - November 2019		8,789			8,789
Convert Notes - February 2020		18,956			29,956
Convert Notes - May 2020		3,350			3,350
Convert Notes - August 2020		16,632			-
		119,302			113,670
Less current portion of convertible notes payable		(119,302	)		(113,670	)
Long-term convertible notes payable	$	-		$	-

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares		1 Months Ended
	Jan. 10, 2018	Jun. 26, 2019
Reserve stock split description		reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis.
Analog Nest Technologies, Inc. [Member]
Ownership percentage	100.00%
Exchange shares of common stock	100,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended
	Aug. 31, 2020	Aug. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible notes payable	37,648,682	8,201,431

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GOING CONCERN (Details Narrative)	Aug. 31, 2020 USD ($)
GOING CONCERN
Working Capital Deficit	$ (38,857,723)

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COMMON STOCK (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 31, 2020	Jun. 26, 2019	Aug. 31, 2020	May 31, 2020	Mar. 09, 2020
Common stock, par value per share			$ 0.001
Common stock, shares authorized			75,000,000	75,000,000
Common stock, shares issued			60,648,433	55,148,433
Common stock, shares outstanding			60,648,433	55,148,433
Reserve stock split description		reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis.
Chief Executive Officer [Member] | Restricted Stock [Member]
Common stock, par value per share					$ 0.70
Common stock, shares issued					5,500,000
Common stock shares issued value	$ 38,500,000
June 1, 2020 [Member]
Common stock, par value per share			$ 1.00
Common stock, shares issued			5,500,000
Repayment of debt			$ 11,000
Common stock shares issued value			$ 5,500,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - June 1, 2019[Member]	3 Months Ended
	Aug. 31, 2020 USD ($) $ / shares
Interest rate	0.25%
Due to related parties | $	$ 81,859
Debt conversion price per share | $ / shares	$ 0.01

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CONVERTIBLE NOTES (Details) - USD ($)	Aug. 31, 2020	May 31, 2020
Less current portion of convertible notes payable	$ (119,302)	$ (113,670)
Long-term convertible notes payable	0	0
Total Convert Notes	119,302	113,670
May 2020 [Member]
Total Convert Notes	3,350	3,350
June 2019 [Member]
Total Convert Notes	56,859	56,859
August 2019 [Member]
Total Convert Notes	14,716	14,716
November 2019 [Member]
Total Convert Notes	8,789	8,789
February 2020 [Member]
Total Convert Notes	18,956	29,956
August 2020 [Member]
Total Convert Notes	$ 16,632	$ 0

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CONVERTIBLE NOTES (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2020	Aug. 31, 2019	May 31, 2020
Interest expense	$ 23,986	$ 5,230
Convertible Notes Payable	119,302		$ 113,670
Accrued interest payable	29,752		23,986
Convertible Notes Payable	119,302		113,670
June 2019 [Member]
Convertible Notes Payable	$ 56,859		$ 56,859
Interest rate	0.25%
Debt conversion price per share	$ 0.01
Debt discount beneficial conversion features	$ 81,859
Due to related parties	81,859
On August 31, 2020 [Member] | Unaffiliated Parties [Member]
Convertible Notes Payable	$ 16,632
Interest rate	0.25%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 16,632
June 1, 2020 [Member]
Debt instrument converted amount	$ 11,000
Debt instrument converted shares issued	5,500,000
On january 3, 2020 [Member] | Two Unaffilated Parties [Member]
Convertible Notes Payable	$ 25,000
Interest rate	0.05%
Debt conversion price per share	$ 0.002
On May 31, 2020 [Member] | UnAffilated Parties [Member]
Convertible Notes Payable	$ 3,350
Interest rate	0.25%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 3,350
On August 31, 2019 [Member] | Unaffiliated Parties [Member]
Interest rate	0.25%
Debt conversion price per share	$ 0.95
Debt discount beneficial conversion features	$ 6,971
Due to related parties	$ 14,717
On November 30, 2019 [Member] | Unaffiliated Parties [Member]
Interest rate	0.25%
Debt conversion price per share	$ 0.95
Debt discount beneficial conversion features	$ 8,788
Due to related parties	$ 8,789
On February 29, 2020 [Member] | Unaffiliated Parties [Member]
Interest rate	0.25%
Debt conversion price per share	$ 0.001
Debt discount beneficial conversion features	$ 4,956
Due to related parties	$ 4,956