10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 31, 2018

Commission File No: 

HEMP NATURALS, INC.

(Exact Name of Registrant As Specified In Its Charter)

Delaware	47-5604166
(State or other jurisdiction of incorporation or organization)	IRS I.D.

16950 North Bay Road, Suite 1803 Sunny Isles Beach, Florida 33160	(47) 301-8431
(Address of principal executive offices)	(Issuer’s telephone number)

(347) 301-8431

(Name, address and telephone number of agent for service)

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 and posted on its corporate Web site, 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 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  ☐ Smaller reporting company  ☒ 
Accelerated filer  ☐ Emerging growth company  ☒ 
Non-accelerated filer  ☐ (Do not check if a 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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of March 7, 2018, the Company had outstanding 324,125,983 shares of its common stock, par value $0.0001.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our 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 forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

		Page
	PART I
Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Result of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4	Controls and Procedures	13
	PART II
Item 1	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2	Unregistered Sales of Equity Securities and use of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Mine Safety Disclosures	14
Item 5	Other Information	14
Item 6	Exhibits	14
	Signatures	15

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

HEMP NATURALS, INC.

BALANCE SHEETS

(Unaudited)

	May 31, 2018	November 30, 2017
ASSETS
Current Assets
Cash	$16,444	$11
Prepaid Expenses	12,352,789	3,720,725
Total Current Assets	12,369,233	3,720,736
TOTAL ASSETS	$12,369,233	$3,720,736
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Derivative Liability	171,598	-
Convertible Note Payable, net of debt discount of $59,062	19,688	-
Accrued Expenses	7,203	9,074
Total Current Liabilities	198,489	9,074
TOTAL LIABILITIES	198,489	9,074
Stockholders’  Deficit
Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of May 31, 2018 and November 30, 2017	-	-
Common stock , $.0001 par value, 500,000,000 shares authorized, 324,125,983 and 266,125,983 shares issued and outstanding as of May 31, 2018 and November 30, 2017, respectively	32,413	26,613
Additional Paid in Capital	19,344,393	7,709,151
Accumulated Deficit	(7,206,062)	(4,024,102)
Total Stockholders’ Deficit	$12,170,744	$3,711,662
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$12,369,233	$3,720,736

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

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HEMP NATURALS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the  Three Months Ended May 31, 2018	For the  Three Months Ended May 31, 2017	For the  Six Months Ended May 31, 2018	For the Six Months Ended May 31, 2017
Operating Expenses
General & Administrative Expenses	$1,910,656	$19,697	$3,069,424	$84,961
Total Operating Expenses	1,910,656	19,697	3,069,424	84,961
Other Expenses:
Interest Expense	72,117	-	72,117	-
Loss on Change of Fair Value of Derivative Liability	40,419	-	40,419	-
Total Other Expenses	112,536	-	112,536	-
Loss Before Income Tax Provision	$(2,023,192)	$(19,697)	$(3,181,960)	$(84,961)
Income Tax Provision	-	-	-	-
Net loss	$(2,023,192)	$(19,697)	$(3,181,960)	(84,961)
Basic and Diluted Net Loss Per Common Stock	$(0.01)	$(0.00)	$(0.01)	$(0.01)
Weighted average number of common shares outstanding- basic and diluted	324,125,983	14,005,983	310,104,005	14,005,983

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

4

HEMP NATURALS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended May 31, 2018	For the Six Months  Ended May 31,2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(3,181,960)	$(84,961)
Adjustment to reconcile net loss to net cash used in operating activities:
Expenses contributed to capital	35,941	41,685
Stock based compensation	2,967,937	-
Loss on Change of Fair Value of Derivative Liability	40,419	-
Non-Cash Interest Expense	72,117	-
Changes in current assets and liabilities:
Inventory	-	999
Accrued expenses	(1,871)	(2,000)
Net cash used in operating activities	(67,417)	(44,277)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Convertible Note Payable	78,750	-
Contributed capital from shareholder	5,100	-
Net cash provided by financing activities	83,850	-
Net increase/(decrease) in cash and cash equivalents	16,433	(44,277)
Cash and cash equivalents at beginning of period	11	46,017
Cash and cash equivalents at end of period	16,444	1,740
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$-	$-
Income taxes	$-	$-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIING ACTIVITIES:
Common stock issued recorded as prepaid expense	$11,600,000	$-

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

5

Hemp Naturals, Inc.

Notes to the financial statements

(Unaudited)

Note 1 – Organization and Description of Business

Hemp Naturals, Inc. (the Company) was incorporated under the laws of the State of Delaware on November 13, 2015. The Company intends to offer consumer goods that are made of industrial hemp and/or the non-psychoactive ingredients of the cannabis plant.

The Company has elected November 30th as its year end.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's unaudited interim financial statements. 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 unaudited interim financial statements. While the information presented in the accompanying interim financial statements for the six months ended May 31, 2018 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements (and notes thereto) for the fiscal year ended November 30, 2017 included elsewhere in the Company’s Form 10K filed with the SEC on August 8, 2018. Operating results for the six months ended May 31, 2018 are not necessarily indicative of the results that can be expected for the year ending November 30, 2018. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K for the most recent fiscal year, as filed with the Securities and Exchange Commission on August 8, 2018, have been omitted.

Use of Estimates

The preparation of unaudited interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

● 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

● 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Note 3 – Going Concern

The Company’s unaudited interim financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these unaudited interim financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital until such time as revenue is sufficient to cover expenses. There is no assurance that management's plan will be successful.

The unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

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Note 4 – Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Office Space

The Company contracted the use of 3,000 square feet of space owned by our Secretary, Maryna Bleier, who has been and will be contributing the space, valued at $5,000 per month, to the Company as additional paid-in capital July 1, 2016 until July 1, 2028. Beginning July 1, 2028, the Company is obligated to pay $5,000 monthly for the use of their office space per the terms of the rental contract.

Note 5 – Prepaid Expenses

During the six months ended May 31, 2018, the Company issued 58,000,000 shares of common stock as compensation for consulting services. The fair value of the shares issued as compensation was $0.20 per share.

Note 6 – Convertible Note Payable

On February 28, 2018, the Company entered into a share purchase agreement with third party Adar Bays LLC (“Adar”) in which the Company sold a promissory note to Adar at 8% annual interest and convertible to discounted shares at 55% discount. The one year promissory note was purchased March 6, 2018. As of May 31, 2018, the convertible note payable, derivative liability and accumulated interest totaled $192,861.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

8

The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs:

	March 6, 2018	May 31, 2018
Annual dividend yield	-	-
Expected life (years)	1	.75
Risk-free interest rate	2.00%	2.16%
Expected volatility	219.0%	243.0%

	Fair Value Measurements at
	May 31, 2018
	Using Fair Value Hierarchy
	Level 1	Level 2	Level 3
Liabilities
Embedded derivative liabilities			171,598
Total			$171,598

Derivative Liabilities

The embedded conversion features of the above convertible notes payable and warrants contain discounted conversion prices and should be recognized as derivative instruments. Such embedded conversion features should be bifurcated and accounted for at fair value. As of the year ended November 30, 2017 and the period ended May 31, 2018, the Company had a derivative liability balance of $0 and $171,598, respectively. The Company uses the Black-Scholes option-pricing model to calculate derivate liability.

Fair Value of Embedded Derivative Liabilities:
November 30, 2017	$-
Addition	131,179
Converted	-
Change in Fair Market Value	-
Changes in fair value of derivative liabilities	40,419
As of May 31, 2018	$171,598

Note 7 – Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has no shares of preferred stock issued and outstanding as of May 31, 2018 and November 30, 2017.

9

Common Stock

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 324,125,983 and 266,125,983 shares of common stock issued and outstanding as of May 31, 2018 and November 30, 2017, respectively.

On January 14, 2018 29,000,000 common shares were issued to an entity controlled by our CEO as compensation for a two year agreement to provide consulting to the Company.

On January 10, 2018 29,000,000 common shares were issued to a shareholder as compensation for a two year agreement to provide consulting to the Company.

Pertinent Rights and Privileges

Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common Stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

Holders of shares of Preferred Stock are entitled to voting rights where every one share of Preferred Stock has voting rights equal to one hundred shares of Common Stock.

Additional Paid In Capital

During the six months ended May 31, 2018, our CEO paid a combined $4,541 in operating expenses which is recorded as additional paid in capital. Our secretary provided rental space to the company totaling $30,000, which is recorded as additional paid in capital. A shareholder paid operating expenses of $1,500 and another shareholder advanced $5,000 to the Company. These contributions from the two shareholders are posted as additional paid in capital as there is no expectation of repayment.

Note 8 – Related-Party Transactions

Contributed Capital

During the six months ended May 31, 2018, our CEO paid a combined $4,541 in operating expenses which is recorded as additional paid in capital. Our secretary provided rental space to the company totaling $30,000, which is recorded as additional paid in capital. A shareholder paid operating expenses of $1,500 and another shareholder advanced $5,000 to the Company. These contributions from the two shareholders are posted as additional paid in capital as there is no expectation of repayment.

Equity

On January 14, 2018 29,000,000 common shares were issued to Blue Car Enterprise, an entity controlled by our CEO, as compensation for a two year agreement to provide consulting to the Company.

On January 10, 2018 29,000,000 common shares were issued to the Elad National Properties, a shareholder, as compensation for a two year agreement to provide consulting to the Company.

Office Space

At this time our office space is provided to us rent free by our Secretary Maryna Bleier which is accounted for as contribution of $5,000 monthly. Our office space is located at 16950 North Bay Road, Suite 1803 Sunny Isles Beach, Florida 33160. After July 1, 2028, the Company is obligated to pay $5,000 monthly.

Note 9 – Subsequent Events

After May 31, 2018, our CEO paid expenses on behalf of the Company totaling $1,300.

On July 6, 2018, the Board of Directors resolved to increase the total number of authorized shares. The total number of shares of capital stock which the Corporation shall have authority to issue is: one billion two hundred twenty million (1,220,000,000). These shares shall be divided into two classes with one billion two hundred million (1,200,000,000) shares designated as common stock at $.0001 par value and twenty million (20,000,000) shares designated as preferred stock at $.0001 par value.

10

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited interim financial statements. 

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Critical Accounting Policies and Estimates

Our unaudited interim financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our unaudited interim financial statements.

We believe the following is among the most critical accounting policies that impact our unaudited interim financial statements. We suggest that our significant accounting policies, as described in our unaudited interim financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Accounting Standard Codification ("ASC") Topic 605

We recognize revenue in accordance with ASC Topic 605, “Revenue Recognition” when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

11

Overview

Result of Operations

We have generated no revenue for the three and six months ended May 31, 2018 and 2017.

Expense Overview

Expenses for the three and six months ended May 31, 2018 and May 31, 2017 consisted of SG&A operating expenses.

General and Administrative

General and Administrative expenses mainly consisted of organization and related expenses in 2017 and professional fees in 2018. General and Administrative expenses for the three months ended May 31, 2018 and May 31, 2017 were $2,023,192 and $19,697, respectively. General and Administrative expenses for the six months ended May 31, 2018 and May 31, 2017 were $3,181,960 and $84,961, respectively.

Net loss

Net loss for the three months ended May 31, 2018 and May 31, 2017 was $2,023,192 and $19,697, respectively. Net loss for the six months ended May 31, 2018 and May 31, 2017 was $3,181,960 and $84,961, respectively.

Liquidity and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents at the beginning of the six month period ended May 31, 2018 was $11 and increased to $16,444 at the end of the period.

Operating Activities

Operating activities used $181,528 and $44,277 in cash for the six months ended May 31, 2018 and May 31, 2017, respectively. The decreases were due to net loss in the respective quarters.

Liabilities

Liabilities, consisting of accrued expenses and a convertible note payable, at the beginning of the six month period ended May 31, 2018 were $9,074 and increased to $198,489 at the end of the period. The increase was primarily due to the sale of the convertible note payable, the allowance for the value of the derivative liability due to the conversion share discount, and accumulated interest (See Note 6).

Working Capital

Our working capital was $3,711,662 and $12,170,744 on November 30, 2017 and May 31, 2018, respectively.

Going Concern

The Company’s unaudited interim financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these unaudited interim financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

12

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital until such time as revenue is sufficient to cover expenses. At the date of this filing, management has spent several months focused on marketing, both online and at the retail level. The Company’s website has been developed and our rolling papers are available at a promotional rate at twenty-five retail operations, with no revenues realized by the Company to date. Our expectation is that the promotional phase of rolling paper sales will transition to profitable operations during the third or fourth quarter of the 2018 fiscal year, however there is no certainty regarding this.

The unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “ smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of May 31, 2018 that our disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported as required in applicable SEC rules and forms. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

Changes in Internal Control over Financial Reporting

During the six months ended May 31, 2018, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Company nor its property is a party to any pending legal proceeding.

Item 1A. Risk Factors

The Company is not required to provide the information required by this Item as it is a “ smaller reporting company,” as defined by Rule 229.10(f)(1).

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None. 

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(filed herewith)
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2018 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. (1)

(1)

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Hemp Naturals Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	HEMP NATURALS INC.
Dated:	By:
		Levi Jacobson
		Chief Executive Officer, Chief Financial Officer, Director

15

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Levi Jacobson, certify that: 

1.  I have reviewed this quarterly report on Form 10-Q of Hemp Naturals, 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)) 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)  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

(c)  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.

/s/

Levi Jacobson

CEO of Hemp Naturals, Inc.

Date: September 24, 2018

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Maryna Bleier, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Hemp Naturals, 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)) 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)  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

(c)  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.

/s/

Maryna Bleier

Secretary of Hemp Naturals, Inc.

Date: September 24, 2018

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

In connection with the Quarterly Report of Hemp Naturals, Inc. (together, the "Registrant") on Form 10-Q for the period 05/31/2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Levi Jacobson, CEO of Hemp Naturals, Inc. certify, to the best of my knowledge, that:

(1)  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 the Registrant.

Hemp Naturals, Inc

a Delaware corporation

/s/

Levi Jacobson

CEO

Date: September 24, 2018

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hemp Naturals, Inc. (together, the "Registrant") on Form 10-Q for the period 05/31/2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Maryna Bleier, Secretary of Hemp Naturals, Inc. certify, to the best of my knowledge, that:

(1)  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 the Registrant.

Hemp Naturals, Inc

a Delaware corporation

/s/

Maryna Bleier

Secretary

Date: September 24, 2018

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Document and Entity Information - shares	6 Months Ended
	May 31, 2018	Mar. 07, 2018
Document and Entity Information
Entity Registrant Name	Hemp Naturals, Inc.
Document Type	10-Q
Document Period End Date	May 31, 2018
Amendment Flag	false
Entity Central Index Key	0001664038
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		324,125,983
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

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Balance Sheets - USD ($)	May 31, 2018	Nov. 30, 2017
CURRENT ASSETS:
Cash	$ 16,444	$ 11
Prepaid Expenses	12,352,789	3,720,725
Total Current Assets	12,369,233	3,720,736
TOTAL ASSETS	12,369,233	3,720,736
CURRENT LIABILITIES:
Derivative Liability	171,598	0
Convertible Note Payable, net of debt discount of $59,062	19,688	0
Accrued expenses	7,203	9,074
Total Current Liabilities	198,489	9,074
TOTAL LIABILITIES	198,489	9,074
STOCKHOLDERS' DEFICIT:
Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of May 31, 2018 and November 30, 2017	0	0
Common stock, $.0001 par value, 500,000,000 shares authorized, 324,125,983 and 266,125,983 shares issued and outstanding as of May 31, 2018 and November 30, 2017, respectively	32,413	26,613
Additional Paid in Capital	19,344,393	7,709,151
Accumulated Deficit	(7,206,062)	(4,024,102)
Total Stockholders’ Deficit	12,170,744	3,711,662
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$ 12,369,233	$ 3,720,736

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Balance Sheets (Parenthetical) - USD ($)	May 31, 2018	Nov. 30, 2017
Statement of Financial Position [Abstract]
Convertible note payable debt discount	$ 59,062	$ 0
Preferred stock shares par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	20,000,000	20,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock shares par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	324,125,983	266,125,983
Common stock shares outstanding	324,125,983	266,125,983

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Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2018	May 31, 2017
Operating Expenses
General & Administrative Expenses	$ 1,910,656	$ 19,697	$ 3,069,424	$ 84,961
Total Operating Expenses	1,910,656	19,697	3,069,424	84,961
Other Expenses:
Interest Expense	72,117	0	72,117	0
Loss on Change of Fair Value of Derivative Liability	40,419	0	40,419	0
Total Other Expenses	112,536	0	112,536	0
Loss Before Income Tax Provision	(2,023,192)	(19,697)	(3,181,960)	(84,961)
Income Tax Provision	0	0	0	0
Net Loss	$ (2,023,192)	$ (19,697)	$ (3,181,960)	$ (84,961)
Basic and Diluted Net loss Per Common Stock	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding- basic and diluted	324,125,983	14,005,983	310,104,005	14,005,983

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Statements of Cash Flows - USD ($)	6 Months Ended
	May 31, 2018	May 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,181,960)	$ (84,961)
Adjustment to reconcile net loss to net cash used in operating activities:
Expenses contributed to capital	35,941	41,685
Stock based compensation	2,967,937	0
Loss on Change of Fair Value of Derivative Liability	40,419	0
Non-Cash Interest Expense	72,117	0
Changes in current assets and liabilities:
Inventory	0	999
Accrued expenses	(1,871)	(2,000)
Net cash used in operating activities	(67,417)	(44,277)
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from Convertible Note Payable	78,750	0
Contributed capital from shareholder	5,100	0
Net cash provided by financing activities	83,850	0
Net increase/(decrease) in cash and cash equivalents	16,433	(44,277)
Cash and cash equivalents at beginning of period	11	46,017
Cash and cash equivalents at end of period	16,444	1,740
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for: Interest	0	0
Cash paid for: Income taxes	0	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIING ACTIVITIES:
Common stock issued recorded as prepaid expense	$ 11,600,000	$ 0

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1. Organization and Description of Business

6 Months Ended

May 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Hemp Naturals, Inc. (the Company) was incorporated under the laws of the State of Delaware on November 13, 2015. The Company intends to offer consumer goods that are made of industrial hemp and/or the non-psychoactive ingredients of the cannabis plant.

The Company has elected November 30th as its year end.

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2. Summary of Significant Accounting Policies

6 Months Ended

May 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's unaudited interim financial statements. 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 unaudited interim financial statements. While the information presented in the accompanying interim financial statements for the six months ended May 31, 2018 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements (and notes thereto) for the fiscal year ended November 30, 2017 included elsewhere in the Company’s Form 10K filed with the SEC on August 8, 2018. Operating results for the six months ended May 31, 2018 are not necessarily indicative of the results that can be expected for the year ending November 30, 2018. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K for the most recent fiscal year, as filed with the Securities and Exchange Commission on August 8, 2018, have been omitted.

Use of Estimates

The preparation of unaudited interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

●  Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

●  Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●  Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

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3. Going Concern

6 Months Ended

May 31, 2018

Going Concern

Going Concern

The Company’s unaudited interim financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these unaudited interim financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital until such time as revenue is sufficient to cover expenses. There is no assurance that management's plan will be successful.

The unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

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4. Commitments and Contingencies

6 Months Ended

May 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Office Space

The Company contracted the use of 3,000 square feet of space owned by our Secretary, Maryna Bleier, who has been and will be contributing the space, valued at $5,000 per month, to the Company as additional paid-in capital July 1, 2016 until July 1, 2028. Beginning July 1, 2028, the Company is obligated to pay $5,000 monthly for the use of their office space per the terms of the rental contract.

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5. Prepaid Expenses

6 Months Ended

May 31, 2018

Prepaid Expense, Current [Abstract]

Prepaid Expenses

During the six months ended May 31, 2018, the Company issued 58,000,000 shares of common stock as compensation for consulting services. The fair value of the shares issued as compensation was $0.20 per share.

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6. Convertible Note Payable

6 Months Ended

May 31, 2018

Debt Disclosure [Abstract]

Convertible Note Payable

On February 28, 2018, the Company entered into a share purchase agreement with third party Adar Bays LLC (“Adar”) in which the Company sold a promissory note to Adar at 8% annual interest and convertible to discounted shares at 55% discount. The one year promissory note was purchased March 6, 2018. As of May 31, 2018, the convertible note payable, derivative liability and accumulated interest totaled $192,861.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs:

	March 6, 2018			May 31, 2018
Annual dividend yield		-			-
Expected life (years)		1			.75
Risk-free interest rate		2.00	%		2.16	%
Expected volatility		219.0	%		243.0	%

	Fair Value Measurements at
	May 31, 2018
	Using Fair Value Hierarchy
	Level 1	Level 2	Level 3
Liabilities
Embedded derivative liabilities				171,598
Total			$	171,598

Derivative Liabilities

The embedded conversion features of the above convertible notes payable and warrants contain discounted conversion prices and should be recognized as derivative instruments. Such embedded conversion features should be bifurcated and accounted for at fair value. As of the year ended November 30, 2017 and the period ended May 31, 2018, the Company had a derivative liability balance of $0 and $171,598, respectively. The Company uses the Black-Scholes option-pricing model to calculate derivate liability.

Fair Value of Embedded Derivative Liabilities:
November 30, 2017	$	-
Addition		131,179
Converted		-
Change in Fair Market Value		-
Changes in fair value of derivative liabilities		40,419
As of May 31, 2018	$	171,598

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7. Shareholder Equity

6 Months Ended

May 31, 2018

Equity [Abstract]

Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has no shares of preferred stock issued and outstanding as of May 31, 2018 and November 30, 2017.

Common Stock

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 324,125,983 and 266,125,983 shares of common stock issued and outstanding as of May 31, 2018 and November 30, 2017, respectively.

On January 14, 2018 29,000,000 common shares were issued to an entity controlled by our CEO as compensation for a two year agreement to provide consulting to the Company.

On January 10, 2018 29,000,000 common shares were issued to a shareholder as compensation for a two year agreement to provide consulting to the Company.

Pertinent Rights and Privileges

Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common Stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.

Holders of shares of Preferred Stock are entitled to voting rights where every one share of Preferred Stock has voting rights equal to one hundred shares of Common Stock.

Additional Paid In Capital

During the six months ended May 31, 2018, our CEO paid a combined $4,541 in operating expenses which is recorded as additional paid in capital. Our secretary provided rental space to the company totaling $30,000, which is recorded as additional paid in capital. A shareholder paid operating expenses of $1,500 and another shareholder advanced $5,000 to the Company. These contributions from the two shareholders are posted as additional paid in capital as there is no expectation of repayment.

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8. Related-Party Transactions

6 Months Ended

May 31, 2018

Related Party Transactions [Abstract]

Related-Party Transactions

Contributed Capital

During the six months ended May 31, 2018, our CEO paid a combined $4,541 in operating expenses which is recorded as additional paid in capital. Our secretary provided rental space to the company totaling $30,000, which is recorded as additional paid in capital. A shareholder paid operating expenses of $1,500 and another shareholder advanced $5,000 to the Company. These contributions from the two shareholders are posted as additional paid in capital as there is no expectation of repayment.

Equity

On January 14, 2018 29,000,000 common shares were issued to Blue Car Enterprise, an entity controlled by our CEO, as compensation for a two year agreement to provide consulting to the Company.

On January 10, 2018 29,000,000 common shares were issued to the Elad National Properties, a shareholder, as compensation for a two year agreement to provide consulting to the Company.

Office Space

At this time our office space is provided to us rent free by our Secretary Maryna Bleier which is accounted for as contribution of $5,000 monthly. Our office space is located at 16950 North Bay Road, Suite 1803 Sunny Isles Beach, Florida 33160. After July 1, 2028, the Company is obligated to pay $5,000 monthly.

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9. Subsequent Events

6 Months Ended

May 31, 2018

Subsequent Events [Abstract]

Subsequent Events

After May 31, 2018, our CEO paid expenses on behalf of the Company totaling $1,300. 

On July 6, 2018, the Board of Directors resolved to increase the total number of authorized shares. The total number of shares of capital stock which the Corporation shall have authority to issue is: one billion two hundred twenty million (1,220,000,000). These shares shall be divided into two classes with one billion two hundred million (1,200,000,000) shares designated as common stock at $.0001 par value and twenty million (20,000,000) shares designated as preferred stock at $.0001 par value.

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2. Summary of Significant Accounting Policies (Policies)

6 Months Ended

May 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's unaudited interim financial statements. 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 unaudited interim financial statements. While the information presented in the accompanying interim financial statements for the six months ended May 31, 2018 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements (and notes thereto) for the fiscal year ended November 30, 2017 included elsewhere in the Company’s Form 10K filed with the SEC on August 8, 2018. Operating results for the six months ended May 31, 2018 are not necessarily indicative of the results that can be expected for the year ending November 30, 2018. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K for the most recent fiscal year, as filed with the Securities and Exchange Commission on August 8, 2018, have been omitted.

Use of Estimates

The preparation of unaudited interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

●  Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

●  Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●  Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

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6. Convertible Note Payable (Tables)

6 Months Ended

May 31, 2018

Debt Disclosure [Abstract]

Schedule of assumptions used

	March 6, 2018			May 31, 2018
Annual dividend yield		-			-
Expected life (years)		1			.75
Risk-free interest rate		2.00	%		2.16	%
Expected volatility		219.0	%		243.0	%

Fair value heirarchy

	Fair Value Measurements at
	May 31, 2018
	Using Fair Value Hierarchy
	Level 1	Level 2	Level 3
Liabilities
Embedded derivative liabilities				171,598
Total			$	171,598

Fair value of derivative liabilities

Fair Value of Embedded Derivative Liabilities:
November 30, 2017	$	-
Addition		131,179
Converted		-
Change in Fair Market Value		-
Changes in fair value of derivative liabilities		40,419
As of May 31, 2018	$	171,598

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1. Organization and Description of Business (Details Narrative)	6 Months Ended
	May 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
State of Incorporation	Delaware
Date of Incorporation	Nov. 13, 2015

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5. Prepaid Expenses (Details)	6 Months Ended
	May 31, 2018 shares
Prepaid Expense, Current [Abstract]
Shares issued for consulting services	58,000,000

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6. Convertible Note Payable (Details)	3 Months Ended	6 Months Ended
	Mar. 06, 2018	May 31, 2018
Debt Disclosure [Abstract]
Annual dividend yield	0.00%	0.00%
Expected life (years)	1 year	9 months
Risk-free interest rate	2.00%	2.16%
Expected volatility	219.00%	243.00%

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6. Convertible Note Payable (Details 1) - USD ($)	May 31, 2018	Nov. 30, 2017
Embedded derivative liabilities	$ 171,598	$ 0
Total	171,598	$ 0
Level 1
Embedded derivative liabilities	0
Total	0
Level 2
Embedded derivative liabilities	0
Total	0
Level 3
Embedded derivative liabilities	171,598
Total	$ 171,598

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6. Convertible Note Payable (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2018	May 31, 2017
Debt Disclosure [Abstract]
Beginning balance			$ 0
Addition			131,179
Converted			0
Change in Fair Market Value			0
Changes in fair value of derivative liabilities	$ 40,419	$ 0	40,419	$ 0
Ending balance	$ 171,598		$ 171,598

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6. Convertible Note Payable (Details Narrative) - USD ($)	May 31, 2018	Nov. 30, 2017
Debt Disclosure [Abstract]
Derivative Liability	$ 171,598	$ 0

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7. Shareholder Equity (Details Narrative) - USD ($)	May 31, 2018	Nov. 30, 2017
Preferred stock shares par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	20,000,000	20,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock shares par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	324,125,983	266,125,983
Common stock shares outstanding	324,125,983	266,125,983
Chief Executive Officer [Member]
Payments by related parties	$ 4,541
Secretary [Member]
Payments by related parties	30,000
Shareholder [Member]
Payments by related parties	1,500
Shareholder [Member]
Payments by related parties	$ 5,000

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8. Related-Party Transactions (Details Narrative)	May 31, 2018 USD ($)
Chief Executive Officer [Member]
Payments by Related Parties	$ 4,541
Secretary [Member]
Payments by Related Parties	30,000
Shareholder [Member]
Payments by Related Parties	1,500
Shareholder [Member]
Payments by Related Parties	$ 5,000