Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Jul. 12, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | PREVENTION INSURANCE.COM | |
Entity Central Index Key | 0001134982 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 202,704,211 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-32389 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 88-0126444 | |
Entity Address Address Line 1 | L7, 552 Lonsdale St | |
Entity Address City Or Town | Melbourne | |
Entity Address Postal Zip Code | 3200 | |
City Area Code | 61 | |
Local Phone Number | 8 8981 4037 | |
Entity Interactive Data Current | Yes | |
Amendment Description | N/A | |
Entity Address Country | AU |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 48,015 | $ 19,857 |
Goods and service tax receivable | 18,836 | 14,120 |
Marketable security | 100 | 100 |
TOTAL CURRENT ASSETS | 66,951 | 34,077 |
Intangible assets, net | 6,717 | 6,766 |
TOTAL ASSETS | 73,668 | 40,843 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 173,827 | 320,245 |
Due to related party | 4,699 | 3,992 |
Loans payable - related parties | 1,569,813 | 1,310,873 |
Accrued interest - related parties | 25,580 | 16,248 |
Accrued payroll | 273,402 | 31,249 |
TOTAL CURRENT LIABILITIES | 2,047,321 | 1,682,607 |
TOTAL LIABILITIES | 2,047,321 | 1,682,607 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.0001 par value, 500,000,000 shares authorized, 202,704,210 issued and outstanding as of March 31, 2023 and December 31, 2022 | 20,270 | 20,270 |
Additional paid-in capital | 5,123,253 | 5,123,253 |
Treasury stock, 1 share, at cost | (52,954) | (52,954) |
Accumulated other comprehensive income | 41,165 | 26,958 |
Accumulated deficit | (7,105,387) | (6,759,290) |
TOTAL STOCKHOLDERS' DEFICIT | (1,973,653) | (1,641,764) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 73,668 | $ 40,843 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Mar. 31, 2023 $ / shares shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | |
Common stock, shares par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 202,704,210 |
Common stock, shares outstanding | 202,704,210 |
Treasury stock, shares | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) | ||
Net revenues | $ 0 | $ 0 |
Operating expenses: | ||
Marketing and sales | 15,031 | 0 |
Foreign exchange loss (gain) | 3,715 | (300) |
Rent | 0 | 13,202 |
Dues and subscriptions | 1,246 | 780 |
Salaries and wages | 43,102 | 28,411 |
Bank service fees | 439 | 116 |
Consulting fees | 54,882 | 36,565 |
Professional fees | 68,847 | 15,635 |
Travel, meals and entertainment | 474 | 929 |
Licensing and regulatory fees | 10,899 | 590 |
Office | 8,688 | 5,503 |
Related party expenses - officers & directors compensation | 129,000 | 59,896 |
Total operating expenses | 336,324 | 161,328 |
Loss from operations | (336,324) | (161,328) |
Other expenses | ||
Interest expense | 9,772 | 837 |
Total other expenses | 9,772 | 837 |
Operating loss before income taxes | (346,096) | (162,165) |
Provision for income taxes | 0 | 0 |
Net loss | (346,096) | (162,165) |
Foreign currency translation adjustment - Income (loss) | 14,206 | (6,640) |
Comprehensive Loss | $ (331,889) | $ (168,805) |
Net loss per share - basic | ||
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted number of shares outstanding - | ||
Basic and diluted | 202,704,210 | 207,642,210 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Stockholders' Equity (Deficit) | Common | Treasury Stock |
Balance, shares at Dec. 31, 2021 | 207,642,210 | ||||||
Balance, amount at Dec. 31, 2021 | $ 5,060,759 | $ 1,991 | $ (5,189,213) | $ (158,654) | $ 20,764 | $ (52,954) | |
Other comprehensive income (loss) | $ (6,640) | 0 | (6,640) | 0 | (6,640) | 0 | |
Net loss for period | (162,165) | 0 | (162,165) | (162,165) | $ 0 | ||
Balance, shares at Mar. 31, 2022 | 207,642,210 | ||||||
Balance, amount at Mar. 31, 2022 | 5,060,759 | (4,649) | (5,351,378) | (327,458) | $ 20,764 | (52,954) | |
Balance, shares at Dec. 31, 2022 | 202,704,210 | ||||||
Balance, amount at Dec. 31, 2022 | (1,641,764) | 5,123,253 | 26,958 | (6,759,290) | (1,641,764) | $ 20,270 | (52,954) |
Other comprehensive income (loss) | 14,206 | 0 | 14,206 | 0 | 14,206 | 0 | |
Net loss for period | (346,096) | 0 | 0 | (346,096) | (346,096) | $ 0 | |
Balance, shares at Mar. 31, 2023 | 202,704,210 | ||||||
Balance, amount at Mar. 31, 2023 | $ (1,973,653) | $ 5,123,253 | $ 41,164 | $ (7,105,386) | $ (1,973,653) | $ 20,270 | $ (52,954) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 346,096 | $ 162,165 |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Foreign exchange (gain) loss | 3,715 | (300) |
Change in operating assets and liabilities: | ||
Goods and services tax receivable | 4,716 | (756) |
Prepaid expenses | 0 | (13,442) |
Accounts payable and accrued expenses | (146,418) | (6,341) |
Accrued interest | 9,332 | 845 |
Accrued payroll | 242,153 | 13,261 |
Net cash used in operating activities | (242,030) | (167,386) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Advances from related party | 707 | 0 |
Proceeds from loan payable from related party | 258,940 | 171,121 |
Net cash provided by financing activities | 259,647 | 171,121 |
Effect of changes in exchange rates on cash and cash equivalents | 10,541 | (4,338) |
NET INCREASE (DECREASE) IN CASH | 28,158 | (603) |
CASH AND CASH EQUIVALENTS at beginning of year | 19,857 | 13,664 |
CASH AND CASH EQUIVALENTS at end of year | $ 48,015 | $ 13,061 |
Supplemental disclosure of cash flow information | ||
Cash paid for: | 0 | 0 |
Interest | $ 0 | $ 0 |
The Company History and Nature
The Company History and Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
The Company History and Nature of the Business | |
The Company History and Nature of the Business | Note 1. The Company History and Nature of the Business Prevention Insurance.Com (the” Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com. Effective March 23, 2023 (the “Closing Date”), the Company closed a share exchange pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”), with Apple iSports, Inc. (“AiS”), a Delaware corporation and the stockholders of AiS. Pursuant to the Stock Exchange Agreement, the Company issued to the AiS stockholders 195,062,000 shares of its common stock, par value $0.0001 per share in exchange for all of the issued and outstanding capital stock (195,062,000 shares of common stock) of AiS (“Stock Exchange”). In connection with this transaction, the Company elected to change its fiscal year end from April 30 to December 31, which was the fiscal year of AiS prior to the closing of Stock Exchange Agreement. For financial reporting purpose, the transaction is considered a combination of businesses under common control as the Company and AiD were common control, the Company retroactively combined the results of operations and related assets and liabilities of the Company and Ais for all periods. AiS, formed on May 29, 2019 in the State of Delaware, and has been engaged in the development of an online sports engagement portal that will include, racing and sports betting, fantasy sports and sports content. On November 9, 2021, AiS incorporated Apple iSports Pty Ltd (“AIS Australia”) as a wholly owned subsidiary. Paramount Capital Inc, formed on September 19, 2019, in the State of Wyoming with the plan of being a banking arm of the Company. It is a wholly-owned subsidiary and since inception it has had limited operating activity. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Going Concern | |
Going Concern | Note 2. Going Concern The Company’s condensed consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. The Company has a net loss and negative cash flow from operations for the three months ended March 31, 2023. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia and Paramount Capital Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements. Unaudited Interim Financial Information The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2022 and notes thereto. Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Foreign Currency Transactions and Translation The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”). For the purpose of presenting these consolidated financial statements the reporting currency is US$. AIS Australia’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, income and expense items are translated at the average exchange rate during the period The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder’s equity section of the balance sheets. Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the condensed consolidated statement of comprehensive loss. Exchange rates used for the translations are as follows: AUD to US$ Period End Average December 31, 2022 0.6766 0.6947 March 31, 2023 0.6716 0.6947 March 31, 2022 0.7503 0.7369 Fair Values of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow: · Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. As of the balance sheet date, the estimated fair values of the financial instruments, such as accounts payable and accrued expenses, approximated their fair values due to the short-term nature of these instruments. As of the balance sheet date, the estimated fair value of the loan payable – related parties, and due to related party, approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period. Related parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Comprehensive income (loss ) The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Earnings (Loss) Per Share The Company follows ASC 260 when reporting Earnings (Loss) Per Share resulting in the presentation of basic and diluted earnings (loss) per share. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same. Revenue Recognition The Company adopted FASB Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective May 29, 2019. The Company determines revenue recognition through the following steps: · Identification of a contract with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company's customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates Risks and uncertainties Credit risk Australian bank accounts are insured with deposit protection up to 250,000 AUD. US bank accounts are insured with deposit protection up to $250,000. As of March 31, 2023 and December 31, 2022 the Company’s cash accounts did not exceed these insurance thresholds and thus, the Company is not subject to credit risk regarding cash. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Parties | |
Related Parties | Note 4. Related Parties Transactions Related party payables Related Party Note March 31, 2023 December 31, 2022 Cooper Hill Assets Inc (a) 1,374 1,374 Due to officers and directors (b) 3,325 2,618 $ 4,699 $ 3,992 (a) represents advances made by an entity that is owned by the majority stockholder of the Company (b) represents advances made by officers and directors of the Company Related party loans March 31, December 31, Related Party Note 2023 2022 Cres Discretionary Trust No. 2 (a) $ 1,173,368 $ 912,189 Apple iSports Investment Group Pty (b) 174,946 176,227 ABA Investment Group Pty Ltd (c) 130,978 131,937 Utti Oco Pty Ltd (d) 68,970 68,970 Mt. Wills Gold Mines Pty Ltd (e) 21,550 21,550 Total loan payable $ 1,569,813 $ 1,310,873 March 31, December 31, Related Party Note 2023 2022 Cres Discretionary Trust No. 2 (a) $ 17,738 $ 10,628 Apple iSports Investment Group Pty (b) 4,182 2,909 ABA Investment Group Pty Ltd (c) 3,660 2,710 Total accrued interest $ 25,580 $ 16,248 a) On May 30, 2019, the Company entered into a loan agreement with Cres Discretionary Trust No.2 (the “Lender”). The Lender is 100% owned by the majority stockholder and director of the Company. The loan is unsecured, has a 3% annualized interest rate and is payable on demand by the Lender Interest expense for the three months ended March 31, 2023, and 2022 was $17,738 and $837, respectively. b) On April 8, 2022 the Company’s whole owned subsidiary, AIS Australia entered into a loan agreement with Apple iSports Investment Group Pty Ltd (the “Subsidiary Lender”). The Subsidiary Lender is 100% owned by the majority stockholder and director of the Company. The loan is unsecured, has a 3% annualized interest rate and is payable on demand by the Subsidiary Lender. Interest expense for the three months ended March 31, 2023, was $3,660. c) On April 8, 2022 the Company’s wholly-owned subsidiary, AIS Australia entered into a loan agreement with ABA Investment Group Ltd (the “Subsidiary Lender 2”). The Subsidiary Lender 2 is 100% owned by the majority stockholder and director of the Company. The loan is unsecured, has a 3% annualized interest rate and is payable on demand by the Subsidiary Lender 2. Interest expense for the three months ended March 31, 2023, was $4,182. d) On March 31, 2022, the Company entered into a loan agreement with Utti Pty Ltd (“Utti”). Utti is owned by the Company’s majority stockholder. The loan is unsecured and has a 3% annual interest rate payable on demand. e) On March 31, 2022, the Company entered into a loan agreement with Mt. Wills Gold Mines Pty Ltd (“Mt. Wills”). Mt Wills is owned by the Company’s majority stockholder. The loan is unsecured and has a 3% annual interest rate payable on demand. |
Stockholders Deficit
Stockholders Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders Deficit | |
Stockholders Deficit | Note 5. Stockholders Deficit Preferred Stock As of March 31, 2023, the Company was authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001. No shares of preferred stock were issued or outstanding during the three months ended March 31, 2023 and 2022. Common Stock As of March 31, 2023, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001. On March 23, 2023, pursuant to the Stock Exchange Agreement with AiS the Company issued 195,062,000 shares of its common stock. Along with the Stock Exchange Agreement the Company also reissued 31,000 stock purchase warrants that had been issued by AiS during the private placement offering. During the three months ended March 2022, no shares of common stock were issued. Treasury Stock The Company’s treasury stock comprised one share of common stock acquired at a cost of $52,954. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 6. Income Taxes The Company utilized the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all a deferred tax asset will not be realized, a valuation allowance is recognized. a. United States (US) The Company is subject to US tax laws at a tax rate of 21%. The Company is subject to the State of Delaware tax laws at a tax rate of 8.7%. No provision for US federal income taxes or State of Delaware income taxes has been made as the Company had no taxable income for the three months ended March 31, 2023 and 2022. b. Australia (AU) Apple iSports Pty Ltd, a wholly owned subsidiary of the Company, was incorporated in Australia in November 2021 and maybe subject to a corporate income tax on its activities conducted in Australia and income arising in or from Australia. No provision for income tax has been made as the subsidiary had no taxable income for the three months ended March 31, 2023 and 2022. The applicable statutory tax rate is 25%. There is no income tax benefit for the losses for the three months ended March 31, 2023 and 2022, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia and Paramount Capital Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements. |
Unaudited Interim Financial Information | The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2022 and notes thereto. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. |
Foreign Currency Transactions and Translation | The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”). For the purpose of presenting these consolidated financial statements the reporting currency is US$. AIS Australia’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, income and expense items are translated at the average exchange rate during the period The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder’s equity section of the balance sheets. Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the condensed consolidated statement of comprehensive loss. Exchange rates used for the translations are as follows: AUD to US$ Period End Average December 31, 2022 0.6766 0.6947 March 31, 2023 0.6716 0.6947 March 31, 2022 0.7503 0.7369 |
Fair Values of Financial Instruments | The Company adopted Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow: · Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. As of the balance sheet date, the estimated fair values of the financial instruments, such as accounts payable and accrued expenses, approximated their fair values due to the short-term nature of these instruments. As of the balance sheet date, the estimated fair value of the loan payable – related parties, and due to related party, approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period. |
Related parties | The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Comprehensive income (loss) | The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). |
Earnings (Loss) Per Share | The Company follows ASC 260 when reporting Earnings (Loss) Per Share resulting in the presentation of basic and diluted earnings (loss) per share. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same. |
Revenue Recognition | The Company adopted FASB Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective May 29, 2019. The Company determines revenue recognition through the following steps: · Identification of a contract with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company's customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. |
Income Taxes | The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates Risks and uncertainties Credit risk Australian bank accounts are insured with deposit protection up to 250,000 AUD. US bank accounts are insured with deposit protection up to $250,000. As of March 31, 2023 and December 31, 2022 the Company’s cash accounts did not exceed these insurance thresholds and thus, the Company is not subject to credit risk regarding cash. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of exchange rate used for the translation | Period End Average December 31, 2022 0.6766 0.6947 March 31, 2023 0.6716 0.6947 March 31, 2022 0.7503 0.7369 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Parties | |
Schedule of related party payables transaction | Related Party Note March 31, 2023 December 31, 2022 Cooper Hill Assets Inc (a) 1,374 1,374 Due to officers and directors (b) 3,325 2,618 $ 4,699 $ 3,992 |
Schedule of related party loans | March 31, December 31, Related Party Note 2023 2022 Cres Discretionary Trust No. 2 (a) $ 1,173,368 $ 912,189 Apple iSports Investment Group Pty (b) 174,946 176,227 ABA Investment Group Pty Ltd (c) 130,978 131,937 Utti Oco Pty Ltd (d) 68,970 68,970 Mt. Wills Gold Mines Pty Ltd (e) 21,550 21,550 Total loan payable $ 1,569,813 $ 1,310,873 March 31, December 31, Related Party Note 2023 2022 Cres Discretionary Trust No. 2 (a) $ 17,738 $ 10,628 Apple iSports Investment Group Pty (b) 4,182 2,909 ABA Investment Group Pty Ltd (c) 3,660 2,710 Total accrued interest $ 25,580 $ 16,248 |
The Company History and Natur_2
The Company History and Nature of the Business (Details Narrative) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Stock Exchange Agreement [Member] | |||
Common stock, shares par value | $ 0.0001 | ||
Common Stock, Shares Authorized | 195,062,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Summary of Significant Accounting Policies | |||
Exchange rate period end | 0.6716 | 0.6766 | 0.7503 |
Average | 0.6947 | 0.6947 | 0.7369 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Cash, FDIC Insured | $ 250,000 | $ 250,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Related party payables | $ 4,699 | $ 3,992 |
Due To Officers And Directors [Member] | ||
Related party payables | 3,325 | 2,618 |
Copper Hill [Member] | ||
Related party payables | $ 1,374 | $ 1,374 |
Related Parties (Details 1)
Related Parties (Details 1) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Apple ISports Investment Group Pty [Member] | ||
Related party loans | $ 174,946 | $ 176,227 |
ABA Investment Group Pty Ltd [Member] | ||
Related party loans | 130,978 | 131,937 |
Total [Member] | ||
Total Loan Payable | 1,569,813 | 1,310,873 |
Total accrued interest | 25,580 | 16,248 |
Utti Oco Pty [Member] | ||
Related party loans | 68,970 | 68,970 |
Mt Wills Gold Mines Pty [Member] | ||
Related party loans | 21,550 | 21,550 |
ABA Investment Group Pty Ltd One [Member] | ||
Related party loans | 3,660 | 2,710 |
Cres Discretionary Trust [Member] | ||
Related party loans | 1,173,368 | 912,189 |
Cres Discretionary Trust One [Member] | ||
Related party loans | 17,738 | 10,628 |
Apple ISports Investment Group Pty One [Member] | ||
Related party loans | $ 4,182 | $ 2,909 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Apr. 08, 2022 | May 30, 2019 | |
Interest expense | $ 9,772 | $ 837 | ||
Cres Discretionary Trust [Member] | ||||
Interest rate | 3% | |||
Ownership percentage | 100% | |||
Interest expense | 17,738 | $ 837 | ||
Apple iSports Investment Group Pty Ltd [Member] | ||||
Interest rate | 3% | |||
Ownership percentage | 100% | |||
Interest expense | 3,660 | |||
ABA Investment Group Ltd [Member] | ||||
Interest rate | 3% | |||
Ownership percentage | 100% | |||
Interest expense | $ 4,182 | |||
Utty Pty Ltd [Member] | ||||
Interest rate | 3% | |||
Wills Gold Mines Pty Ltd [Member] | ||||
Interest rate | 3% |
Stockholders Deficit (Details N
Stockholders Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 23, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Stockholders Deficit | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 202,704,210 | 202,704,210 | 0 | |
Common stock, shares outstanding | 202,704,210 | 202,704,210 | 0 | |
Treasury cost value | $ 52,954 | |||
Common stock during period | 195,062,000 | |||
Common stock reissued | 31,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 | |
State of Delaware | |
Federal income tax | 8.70% |
United States (US) | |
Statutory Income Tax | 21% |
Australia (AU) | |
Statutory Income Tax | 25% |