Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Details | ||
Registrant CIK | 0001104462 | |
Fiscal Year End | --12-31 | |
Registrant Name | Colambda Technologies, Inc. | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2022 | |
Tax Identification Number (TIN) | 98-0361773 | |
Number of common stock shares outstanding | 12,481,724 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | true | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-29243 | |
Entity Address, State or Province | NV | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 10 Dionysiou Solomou Street | |
Entity Address, Address Line Two | Leona Building, Suite 501 | |
Entity Address, Address Line Three | 2406 Engomi | |
Entity Address, City or Town | Nicosia Cyprus | |
Entity Address, Postal Zip Code | 25631 | |
Country Region | 357 | |
City Area Code | 2281 | |
Local Phone Number | 6626 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Prepaid expenses | $ 0 | $ 0 |
Total assets | 0 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 14,784 | 14,784 |
Note payable | 73,106 | 62,285 |
Advances from stockholders | 184,227 | 184,227 |
Accrued interest | 16,509 | 16,111 |
Convertible Notes payable | 16,122 | 16,122 |
Total liabilities | 304,748 | 293,529 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, $0.001 par value, 50,000,000 authorized; no shares issued | 0 | 0 |
Common stock, $0.001 par value, 200,000,000 authorized; 12,481,724 and 12,481,724 shares issued and outstanding, respectively | 12,482 | 12,482 |
Additional paid in capital | 1,760,158 | 1,760,158 |
Accumulated deficit | (2,077,388) | (2,066,169) |
Total stockholders' deficit | (304,748) | (293,529) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 12,481,724 | 12,481,724 |
Common Stock, Shares, Outstanding | 12,481,724 | 12,481,724 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Details | ||
Sales | $ 0 | $ 0 |
Operating expenses | ||
Legal and professional fees | 10,393 | 6,357 |
General and administrative | 429 | 0 |
Total operating expenses | 10,822 | 6,357 |
Loss from operations | (10,822) | (6,357) |
Other expense | ||
Interest expense | (398) | (398) |
Loss before taxes | (11,219) | (6,755) |
Provision for taxes on income | 0 | 0 |
Net loss | $ (11,219) | $ (6,755) |
Earnings per share-basic and diluted | $ 0 | $ 0 |
Weighted average number of shares outstanding | 12,481,724 | 12,481,724 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 12,482 | $ 1,760,158 | $ (2,030,476) | $ (257,836) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 12,481,724 | |||
Net loss | $ 0 | 0 | (6,755) | (6,755) |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021 | 12,482 | 1,760,158 | (2,037,231) | (264,591) |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021 | 12,482 | 1,760,158 | (2,066,169) | (293,529) |
Net loss | 0 | 0 | (11,219) | (11,219) |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022 | $ 12,482 | $ 1,760,158 | $ (2,077,388) | $ (304,748) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (11,219) | $ (6,755) |
Change in current assets and liabilities | ||
Prepaid Expenses | 0 | 0 |
Accounts payable and accrued expenses | 0 | (11,242) |
Accrued interest | 398 | 397 |
Net cash flows used in operating activities | (10,821) | (17,600) |
Financing Activities | ||
Proceeds from loan payable | 10,821 | 0 |
Advances from stockholders | 0 | 17,600 |
Repayments of stockholder advances | 0 | 0 |
Net cash flows provided by financing activities | 10,821 | 17,600 |
Net change in cash | 0 | 0 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | $ 0 | $ 0 |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 1 - Organization and Operations | Note 1 - Organization and Operations Colambda Technologies, Inc. Colambda Technologies, (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products. The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993. In October 1993, the Corporation changed its name to New Century Resources Corporation The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction. On November 19, 2021, we entered into an agreement (the “Merger Agreement”) whereby Emissions Zero Module, Inc., a Wyoming company (“Emissions Zero”), would be merged (the “Merger”) into the Company. Our Board of Directors and our shareholders, by written consent of 75.71% of our Common Stock, approved the Merger Agreement, a name change and the election of new directors (“Director Nominees”) to be affected upon completion of the Merger. The Merger Agreement requires us to submit the Merger and Name Change to Colambda Technologies, Inc. to the Financial Industry Regulatory Authority (“FINRA”). Completion of the Merger and related transactions (other than the name change which has occurred effective as of January 4, 2022, are subject to FINRA approval. There is no assurance that the Merger will be consummated, and conditions precedent (other than the name change) to the consummation of the Merger have not yet been completed. The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Level 2 Level 3 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Fiscal Year-End The Company elected December 31 as its fiscal year-end date. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Related Parties The Company follows subtopic 850-10, Related Party Disclosures Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.) principal owners of the Company; e.) management of the Company; f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitment and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and Accounting Standards Codification (“ASC”) Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers (“ASC 340-40”), (collectively, “Topic 606”). On January 1, 2019, the Company adopted Topic 606. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. The Company implemented ASU 2014-09 for the interim and annual reporting periods of 2019, which resulted in no changes to our financial statements as there is no revenue reported in the years presented. Net Income (Loss) per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. As of March 31, 2022, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 32,630,700 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable. Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Subsequent Events The Company follows the guidance in Section 855-10-50, Subsequent Events Subsequent Events (Topic 855) Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. In July 2018, FASB issued Accounting Standards Update 2018-11; Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We adopted Topic 718 effective January 1, 2019 and the standard did not have a significant effect on the results of operations or cash flows. In May 2018, FASB issued Accounting Standards Update 2018-09; Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We adopted Topic 718 effective January 1, 2019 and the standard did not have a significant effect on the results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU is based on the principle that entities should recognize assets and liabilities arising from leases. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. We adopted Topic 842 effective January 1, 2019 and the standard did not have a significant effect on the results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Note 3 - Going Concern
Note 3 - Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 3 - Going Concern | Note 3 – Going Concern The Company has adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at March 31, 2022 of $2,077,388 and net cash used in operating activities of $10,821 for the reporting period then ended. While the Company believes in the viability of its strategy to find a potential merger or acquisition transaction with another entity, there can be no assurances to that effect and is therefore not considered a mitigating factor in determining the probability that the Company will meet its obligations. The Company holds no assets, has generated no revenue and has relied on advances from its controlling shareholder and Director to meet its operating expenses. Through oral conveyance, management affirms that it is probable that it will meet its obligations through advances from the Company’s Director and controlling shareholder; therefore, alleviating doubt about the Company’s ability to continue as a going concern for the twelve-month period from the date of the issuance of this report. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 4 -Notes Payable
Note 4 -Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 4 -Notes Payable | Note 4 –Note Payable On July 1, 2021, the Company entered into a Letter of Intent with Emissions Zero Module, LLC (EZM), a Wyoming |
Note 5 - Convertible Notes Paya
Note 5 - Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 5 - Convertible Notes Payable | Note 5 – Convertible Notes Payable Convertible Demand Notes Payable On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s President, in the amount of $8,500, and bears interest at 10% per annum. The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the nine months ended March 31, 2022, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period. Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request. On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum. The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the nine months ended March 31, 2022, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period. Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request. Consulting Agreement On October 7, 2013, the Company entered into a Consulting Agreement with Robert J. Nielson whereby Mr. Nielson will act as an independent consultant for a period of one year, automatically extending for one-year periods on each anniversary date. Pursuant to the terms of the Agreement, the Company agreed to pay compensation in the amount of $3,000 per month and is entitled to accrue said compensation for up to any period not to exceed three months’ time. On January 1, 2014, Mr. Nielson provided notice to the Company that he will no longer continue to perform under the Consulting Agreement and the Company accepted his resignation. As of March 31, 2022 and 2021, the balance owed by the Company to Mr. Nielson was $8,384 and $8,384, respectively. |
Note 6 - Stockholder's Deficit
Note 6 - Stockholder's Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 6 - Stockholder's Deficit | Note 6 – Stockholder’s Deficit Preferred Stock The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding. Common Stock The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 12,481,724 are issued or outstanding. On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a consultant and shareholder, and George Christodoulou, the Company’s President, in the amounts of $7,622 and $8,500, respectively (see Note 6). The notes are convertible into shares of the Company stock, at the demand of the holders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the three months ended March 31, 2022, no shares were issued in satisfaction of payments. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 7 - Related Party Transactions | Note 7 – Related Party Transactions Free Office Space The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement. Advances from Shareholder From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of March 31, 2022 and 2021, the Company’s stockholder advances totaled $184,227 and $220,344, respectively. These advances are non-interest bearing and payable on demand. Convertible Demand Note Payable On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s president, in the amount of $8,500. The twenty-four month note bears interest at 10% per annum and is convertible into shares of the Company’s common stock at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the three months ended March 31, 2022 and 2021, no shares were issued in satisfaction of payments. The balance, including principal and accrued interest as of March 31, 2022 and 2021 is $17,203 and $16,352, respectively. On January 8, 2012, the Company entered into a twenty-four month convertible promissory note with Robert J. Nielson in the amount of $7,622, bearing interest at 10% per annum. The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the nine months ended March 31, 2022 and 2021, no shares were issued in satisfaction of payments. The balance, including principal and accrued interest as of March 31, 2022 and 2021, was $15,428 and $14,665, respectively. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Notes | |
Note 8 - Subsequent Events | Note 8 – Subsequent Events The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued and management has determined there are none to be reported. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Basis of Presentation | Basis of presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies: Use of Estimates and Assumptions (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Level 2 Level 3 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies: Fiscal Year-End (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Fiscal Year-End | Fiscal Year-End The Company elected December 31 as its fiscal year-end date. |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies: Cash Equivalents (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies: Related Parties (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Related Parties | Related Parties The Company follows subtopic 850-10, Related Party Disclosures Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.) principal owners of the Company; e.) management of the Company; f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies: Commitment and Contingencies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Commitment and Contingencies | Commitment and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and Accounting Standards Codification (“ASC”) Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers (“ASC 340-40”), (collectively, “Topic 606”). On January 1, 2019, the Company adopted Topic 606. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. The Company implemented ASU 2014-09 for the interim and annual reporting periods of 2019, which resulted in no changes to our financial statements as there is no revenue reported in the years presented. |
Note 2 - Summary of Signific_10
Note 2 - Summary of Significant Accounting Policies: Net Income (Loss) Per Common Share (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Net Income (Loss) Per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. As of March 31, 2022, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 32,630,700 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable. |
Note 2 - Summary of Signific_11
Note 2 - Summary of Significant Accounting Policies: Cash Flows Reporting (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Cash Flows Reporting | Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. |
Note 2 - Summary of Signific_12
Note 2 - Summary of Significant Accounting Policies: Subsequent Events (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Subsequent Events | Subsequent Events The Company follows the guidance in Section 855-10-50, Subsequent Events Subsequent Events (Topic 855) |
Note 2 - Summary of Signific_13
Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. In July 2018, FASB issued Accounting Standards Update 2018-11; Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We adopted Topic 718 effective January 1, 2019 and the standard did not have a significant effect on the results of operations or cash flows. In May 2018, FASB issued Accounting Standards Update 2018-09; Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards an entity is required to apply modification accounting under ASC 718. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We adopted Topic 718 effective January 1, 2019 and the standard did not have a significant effect on the results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU is based on the principle that entities should recognize assets and liabilities arising from leases. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. We adopted Topic 842 effective January 1, 2019 and the standard did not have a significant effect on the results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Note 1 - Organization and Ope_2
Note 1 - Organization and Operations (Details) | Dec. 31, 1993 |
G.C. Gulf Western Trading Limited | |
Equity Method Investment, Ownership Percentage | 100.00% |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Details | |||
Accumulated deficit | $ (2,077,388) | $ (2,066,169) | |
Net cash flows used in operating activities | $ 10,821 | $ 17,600 |
Note 4 -Notes Payable (Details)
Note 4 -Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Details | ||
Note payable | $ 73,106 | $ 62,285 |
Note 5 - Convertible Notes Pa_2
Note 5 - Convertible Notes Payable (Details) - USD ($) | Jan. 08, 2012 | Mar. 31, 2022 | Dec. 31, 2012 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are convertible into shares of the Company stock, at the demand of the holders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. | ||||
President | |||||
Debt Instrument, Face Amount | $ 8,500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. | ||||
Remaining Balance on Note | $ 17,203 | $ 16,352 | |||
President | Principal | |||||
Remaining Balance on Note | 17,203 | $ 16,352 | |||
Chief Financial Officer | |||||
Debt Instrument, Face Amount | $ 7,622 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. | ||||
Remaining Balance on Note | 15,428 | $ 14,665 | |||
Officer Compensation, Monthly | 3,000 | ||||
Accrued Salaries, Current | 8,384 | 8,384 | |||
Chief Financial Officer | Principal | |||||
Remaining Balance on Note | $ 15,428 | $ 14,665 |
Note 6 - Stockholder's Deficit
Note 6 - Stockholder's Deficit (Details) - USD ($) | Jan. 08, 2012 | Dec. 31, 2012 | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Issued | 12,481,724 | 12,481,724 | ||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are convertible into shares of the Company stock, at the demand of the holders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. | |||
Chief Financial Officer | ||||
Debt Instrument, Face Amount | $ 7,622 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. | |||
President | ||||
Debt Instrument, Face Amount | $ 8,500 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. |
Note 7 - Related Party Transa_2
Note 7 - Related Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 08, 2012 |
Advances from stockholders | $ 184,227 | $ 184,227 | $ 220,344 | |
President | ||||
Debt Instrument, Face Amount | $ 8,500 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Shares were issued in satisfaction of payments | 0 | |||
Remaining Balance on Note | $ 16,352 | 17,203 | ||
Chief Financial Officer | ||||
Debt Instrument, Face Amount | $ 7,622 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Shares were issued in satisfaction of payments | 0 | |||
Remaining Balance on Note | $ 14,665 | $ 15,428 |