This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. Except for the historical information contained herein, the matters discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this current report on Form 10-K are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned "Risk Factors," as well as any cautionary language in this current report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this current report on Form 10-K.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations - Years Ended May 31, 2020 and 2019

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended May 31, 2020 and 2019, which are included herein.

Our operating results for the year ended May 31, 2020 and 2019, and the changes between those periods for the respective items are summarized as follows:





                                          For the Year Ended
                                         May 31,         May 31,
                                          2020            2019           Change
Revenue                               $           -     $       -     $           -
Operating Expenses
General and administrative expenses           2,825         1,800             1,025
Professional fees                            29,464        33,667            (4,203 )
Stock - based compensation               38,500,000             -        38,500,000
Other expense                              (129,910 )           -          (129,910 )

Loss from continued operations (38,662,199 ) (35,467 ) (38,626,732 ) Loss from discontinued operations

                 -        (3,396 )           3,396
Net Loss                              $ (38,662,199 )   $ (38,863 )   $ (38,623,336 )




Revenue

We have not generated any revenues for the year ended May 31, 2020 and May 31, 2019.





Operating expense

Operating expenses for year ended May 31, 2020 included stock compensation of $38,500,000, general and administrative expenses of $2,825 and professional fees of $29,464, respectively. Operating expenses for year ended May 31, 2019 included general and administrative expenses of $1,800 and professional fees of $33,667, respectively.






          8

  Table of Contents




Other expense

For the year ended May 31, 2020, other expense was $129,910 included note discount amortization of $105,924 and note interest expense of $23,986.

Loss from continued operations

For the year ended May 31, 2020, our company incurred loss from continued operations of $38,662,199, compared to $35,467 incurred during the year ended May 31, 2019. The increase in loss from continued operations was mainly attributed to the increase in stock based compensation incurred during the year ended May 31, 2020.

Loss from discontinued operations

On December 1, 2018, our company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the year ended May 31, 2018, our company recorded loss from discontinued operations of $3,396.





Net loss

Net loss totaled $38,662,199 for the year ended May 31, 2020, compared to a net loss for the year ended May 31, 2019 of $38,863.

Liquidity and Capital Resources





Working Capital



                              May 31,        May 31,
                                2020          2019         Change
Current Assets               $        -     $       -             -
Current Liabilities          $  141,881     $  85,606        56,275
Working Capital Deficiency   $ (141,881 )   $ (85,606 )     (56,275 )

The change in working capital deficiency during the year ended May 31, 2020 was primarily a result of an increase of convertible notes and accrued interest.





                                            For the Year Ended
                                           May 31,       May 31,
                                            2020          2019

Cash Flows used in Operating Activities $ (31,810 ) $ (38,230 ) Cash Flows used in Investing Activities

           -             -

Cash Flows from Financing Activities 31,810 38,230 Net Change in Cash and Cash Equivalents $ - $ -




Cash Flows

Cash Flow from Operating Activities

During the year ended May 31, 2020, our company used $31,810 in cash from operating activities, compared to $38,230 cash used in operating activities during the year ended May 31, 2019.

The cash used from operating activities for the year ended May 31, 2020 was attributed to a net loss of $38,662,199, decreased by non-cash expense of $38,500,000 for stock based compensation and $105,924 for amortization of debt discount and an increase in working capital of $24,465.

The cash used from operating activities for the year ended May 31, 2019 was attributed to a net loss of $38,863, decreased by non-cash expense of $3,951 for bad debt and decreased by a decrease in working capital of $3,318.






          9

  Table of Contents

Cash Flow from Investing Activities

During the year ended May 31, 2020 and 2019, our company did not use any cash in investing activities.

Cash Flow from Financing Activities

During the year ended May 31, 20120, our company received $31,810 compared to $38,230 provided by financing activities during the year ended May 31, 2019.

During the year ended May 31, 2020, our company received proceed from issuance of convertible notes of $31,810 to pay the operating expenses.

During the year ended May 31, 2019, our company received loans from a shareholder of $38,230 to pay the operating expenses.

Liquidity and Capital Resources

Our cash balance at May 31, 2020 was $NIL with $141,881 in outstanding current liabilities, consisting of $113,670 in convertible notes, accrued interest of $23,986 and accounts payable and accrued liabilities and $4,225. We estimate total expenditures over the next 12 months are expected to be approximately $50,000.





Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

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.





Critical Accounting Policies

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 our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our 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.

Recent Accounting Pronouncements

Management has considered all 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 our company's financial statements.

© Edgar Online, source Glimpses