Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 22, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SIGNET INTERNATIONAL HOLDINGS, INC. | ||
Entity Central Index Key | 0001317833 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 20,235,982 | ||
Entity File Number | 000-54872 | ||
Entity Interactive Data Current | No | ||
Entity Incorporation State Country Code | NV | ||
Entity Public Float | $ 2,496,206 | ||
Entity Voluntary Filers | No | ||
Entity Well-Known Seasoned Issuer | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 123,493 | $ 106,661 |
Prepaid expenses and other current assets | 382 | 16,632 |
Subscription receivable | 25,000 | |
Total Current Assets | 123,875 | 148,293 |
NON-CURRENT ASSETS: | ||
Operating lease right-of-use asset, net | 25,277 | 35,811 |
TOTAL ASSETS | 149,152 | 184,104 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 19,087 | 19,393 |
Accrued officer salary | 460,952 | |
Operating lease obligation - current portion | 12,007 | 10,390 |
Total Current Liabilities | 31,094 | 490,735 |
LONG-TERM LIABILITIES: | ||
Operating lease obligation - long-term portion | 13,836 | 25,843 |
Total Liabilities | 44,930 | 516,578 |
Commitments and Contingencies (see Note 6) | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; Series A Convertible Preferred stock ($0.001 Par Value; 5,000,000 Shares Designated; 5,000,000 issued and outstanding) | 5,000 | 5,000 |
Common stock, $0.001 par value: 100,000,000 shares authorized; 19,913,982 and 15,954,358 shares issued and outstanding at December 31, 2020 and 2019, respectively | 19,914 | 15,954 |
Additional paid in capital | 7,933,832 | 7,146,319 |
Accumulated deficit | (7,854,524) | (7,499,747) |
Total Stockholders’ Equity (Deficit) | 104,222 | (332,474) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 149,152 | $ 184,104 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,913,982 | 15,954,358 |
Common stock, shares outstanding | 19,913,982 | 15,954,358 |
Series A Convertible Preferred stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
NET REVENUES | ||
OPERATING EXPENSES: | ||
Professional and consulting fees | 286,888 | 55,135 |
General and administrative | 67,889 | 58,890 |
Total Operating Expenses | 354,777 | 114,025 |
LOSS FROM OPERATIONS | (354,777) | (114,025) |
Other expense: | ||
Loss from foreign currency transactions | (725) | |
Total Other Expense | (725) | |
LOSS BEFORE PROVISION FOR INCOME TAXES | (354,777) | (114,750) |
Provision for income taxes | ||
NET LOSS | $ (354,777) | $ (114,750) |
NET LOSS PER COMMON SHARE - Basic and diluted | $ (0.02) | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 19,156,542 | 13,386,159 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Preferred Stock - Series A | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 5,000 | $ 12,820 | $ 6,477,319 | $ (7,384,997) | $ (889,858) |
Balance, shares at Dec. 31, 2018 | 5,000,000 | 12,819,738 | |||
Sale of common stock for cash and subscription receivable | $ 3,060 | 194,496 | 197,556 | ||
Sale of common stock for cash and subscription receivable, shares | 3,060,200 | ||||
Issuance of common stock for accrued salaries | $ 922 | 45,174 | 46,096 | ||
Issuance of common stock for accrued salaries, shares | 921,920 | ||||
Issuance of common stock for services | $ 173 | 18,445 | 18,618 | ||
Issuance of common stock for services, shares | 173,500 | ||||
Contributed capital by an officer through forgiveness of accrued salaries | 414,864 | 414,864 | |||
Purchase and cancellation of common stock | $ (1,000) | (4,000) | (5,000) | ||
Purchase and cancellation of common stock, shares | (1,000,000) | ||||
Return and cancellation of common stock | $ (21) | 21 | |||
Return and cancellation of common stock, shares | (21,000) | ||||
Net Loss | (114,750) | (114,750) | |||
Balance at Dec. 31, 2019 | $ 5,000 | $ 15,954 | 7,146,319 | (7,499,747) | (332,474) |
Balance, shares at Dec. 31, 2019 | 5,000,000 | 15,954,358 | |||
Sale of common stock for cash | $ 1,650 | 159,378 | 161,028 | ||
Sale of common stock for cash, shares | 1,648,300 | ||||
Issuance of common stock for accrued salaries | $ 830 | 93,592 | 94,422 | ||
Issuance of common stock for accrued salaries, shares | 829,721 | ||||
Issuance of common stock for services | $ 1,480 | 168,013 | 169,493 | ||
Issuance of common stock for services, shares | 1,481,603 | ||||
Contributed capital by an officer through forgiveness of accrued salaries | 366,530 | 366,530 | |||
Net Loss | (354,777) | (354,777) | |||
Balance at Dec. 31, 2020 | $ 5,000 | $ 19,914 | $ 7,933,832 | $ (7,854,524) | $ 104,222 |
Balance, shares at Dec. 31, 2020 | 5,000,000 | 19,913,982 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (354,777) | $ (114,750) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 169,493 | 18,618 |
Rent expense | 144 | 422 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 16,250 | (16,250) |
Accounts payable and accrued expenses | (306) | 2,340 |
NET CASH USED IN OPERATING ACTIVITIES | (169,196) | (109,620) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock for cash | 161,028 | 172,556 |
Purchase and cancellation of common stock | (5,000) | |
Collection of subscription receivable | 25,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 186,028 | 167,556 |
NET CHANGE IN CASH | 16,832 | 57,936 |
CASH, beginning of year | 106,661 | 48,725 |
CASH, end of year | 123,493 | 106,661 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for accrued salaries | 94,422 | 46,096 |
Contributed capital by an officer through forgiveness of accrued salary | 366,530 | 414,864 |
Common stock issued for subscription receivable | 25,000 | |
Operating lease right-of-use asset and operating lease liability recorded on adoption of ASC 842 | $ 45,645 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Signet International Holdings, Inc. (the "Company") was incorporated in the State of Delaware and redomiciled in Nevada in February 2018. The Company's current principal business plan is to focus in developing advanced technologies, energy solutions and medical devices. The Company has no operating history as of yet. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern The accompanying consolidated financial statements are prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of $354,777 and $169,196 respectively, for the year ended December 31, 2020 and has no revenues in 2020 or 2019. Additionally, the Company had an accumulated deficit of $7,854,524 as of December 31, 2020. These matters raise substantial doubt about the Company's ability to continue as a going concern for twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent on the Company's ability to implement its business plan, raise capital, and generate revenues. Currently, management is seeking capital to implement its business plan. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely. Although the Company has had occasion to travel overseas for meetings, expos, and demonstrations, the Company experienced similar restrictions. The outcome of the Company's business meeting is indeterminate. However, the Company continues to maintain a dialogue with its European counterparts. The Company's operations have not been affected by the COVID-19 outbreak to date, however, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain. As of the date of this report, the Company's business remains open. At this time, the Company does not foresee any material changes to its operations from COVID-19. While the Company does not anticipate an impact on its operations, the Company cannot estimate the duration of the pandemic and potential impact on its business if the Company's business must close. In addition, a severe or prolonged economic downturn could result in a variety of risks to its business, including weakened demand for the Company's products and a decreased ability to raise additional capital when needed on acceptable terms, if at all. At this time, the Company is unable to estimate the impact of this event on its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The Company's consolidated financial statements include the financial statements of its three wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. All wholly-owned subsidiaries were inactive subsidiaries at December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020. Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of equity-based instruments issued for other than cash, valuation of right-of-use assets and liabilities and the valuation allowance on deferred tax assets. Risks and uncertainties for development stage company The Company is considered to be in an early stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of the Company's efforts to business planning and development. Additionally, the Company has allocated a substantial portion of its time and investment to the completion of the Company's development activities to launch its marketing plan and generate revenues and to raising capital. The Company has not yet generated revenue from operations. The Company's activities during this early stage are subject to significant risks and uncertainties. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents as of December 31, 2020 and 2019. The Company places its cash with high credit quality financial institutions. The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of December 31, 2020, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. Fair value measurements and fair value of financial instruments The Company follows Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board's ("FASB") accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including prepaid expense, accounts payable, accrued expenses and accrued salaries are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Property Property is carried at cost which made up of office equipment. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The Company shall capitalize cost of property over $1,500. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, "Share-Based Payment," Determining Fair Value Under ASC 718-10 The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards. The Company's determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, "Accounting for Income Taxes" ("ASC 740-10"), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Net loss per share of common stock Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2020 and 2019, the Company had 50,000,000 potentially dilutive securities outstanding related to Series A Convertible Preferred Stock for both periods (see Note 4). Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. Impairment of long-lived assets In accordance with ASC 360-10, " Long-lived assets," Leases In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Recent accounting pronouncements Accounting standards which are not yet effective are not expected to have a material impact on the Company's financial position or results of operations. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Deficit [Abstract] | |
Stockholders’ Deficit | Note 4 - Stockholders' Deficit The authorized capital stock consists of 100,000,000 shares of common stock and 50,000,000 shares of preferred stock. Preferred stock The Board of Directors has the authority, without further action by the shareholders, to issue, from time to time, preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could adversely affect the voting power or other rights of the holders of common stock. On March 14, 2007, the Company formally designated a series of Super Voting Convertible Preferred Stock (the "Series A Super Voting Preferred Stock") of the Company's 50,000,000 authorized shares of the capital preferred stock of the Corporation. The designated Series A Super Voting Convertible Preferred Stock, consists of 5,000,000 shares, par value $.001 per share, which shall have the following preferences, powers, designations and other special rights: Voting and conversion: Holders of the Series A Super Voting Convertible Preferred Stock shall have ten votes per share held on all matters submitted to the shareholders of the Company for a vote thereon. Each holder of these shares shall have the option to appoint two additional members to the Board of Directors. Each share shall be convertible into ten (10) shares of common stock. The Company may redeem at $0.10 per share with 30 days' notice. Dividends: The holders of Series A Super Voting Convertible Preferred Stock shall be entitled to receive dividends or distributions on a pro rata basis with the holders of common stock when and if declared by the Board of Directors of the Company. Dividends shall not be cumulative. No dividends or distributions shall be declared or paid or set apart for payment on the Common Stock in any calendar year unless dividends or distributions on the Series A Preferred Stock for such calendar year are likewise declared and paid or set apart for payment. No declared and unpaid dividends shall bear or accrue interest. Liquidation Preference: Upon the liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the holders of the Series A Super Voting Convertible Preferred Stock then outstanding shall be entitled to, on a pro-rata basis with the holders of common stock, distributions of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders. There were 5,000,000 shares of Series A preferred stock issued and outstanding as of December 31, 2020 and 2019. Common stock During the year ended December 31, 2019: During fiscal year 2019, the Company received total gross proceeds of $172,556 and subscription receivable of $25,000 or average of approximately $0.065 per share from the sale of 3,060,200 share of the Company's common stock. The Company collected the subscription receivable in January 2020. The 500,000 common shares relating to the subscription receivable were issuable at December 31, 2019 and issued in January 2020. During fiscal year 2019, the Company issued an aggregate of 173,500 to various consultants for services rendered. The Company valued the shares of common stock at the fair value ranging from approximately $0.075 to $0.10 per common share or $18,618 based on the sales of common stock on recent private placements on the dates of grants. During the year ended December 31, 2019, the Company recorded stock-based compensation of $18,618. In July 2019, the Company purchased back 1,000,000 shares of its common stock for $5,000. Upon the return of the shares, the Company cancelled the 1,000,000 shares of common stock. In August 2019, the Company paid accrued salaries to its Chief Executive Officer in the amount of $46,096 by issuing 921,920 shares of common stock at a price of $0.05 per share of common stock based on the sales of common stock on recent private placements on the dates of grant. Additionally, the Chief Financial Officer forgave accrued salaries of $414,864 during the year ended December 31, 2019. The Company reduced total accrued salaries by $460,960 in connection with the issuance of 921,920 shares of common stock and recorded $414,864 of contributed capital from the forgiveness of accrued salaries. In September 2019, a consultant returned 21,000 shares of the Company's common stock after resigning as a business advisor of the Company. The Company cancelled the 21,000 shares of the Company's common stock which was recorded at par value. During the year ended December 31, 2020: In January 2020, the Company settled accrued salaries to its Chief Executive Officer ("CEO") in the amount of $94,422 by issuing 829,721 shares of common stock at a price of approximately $0.11 per share, based on recent private placement sales of common stock on the date of grant. Additionally, the CEO forgave accrued salary of $366,530. During fiscal year 2020, the Company issued an aggregate of 1,456,603 to various consultants of the Company for services rendered with fair value of $165,368 or an average of approximately $0.1135 per share, based on recent private placement sales of common stock on the dates of grants. During fiscal year 2020, the Company issued an aggregate of 25,000 to a consultant of the Company for services rendered with fair value of $4,125 or an average of approximately $0.165 per share, based on the quoted trading price on the date of grants. During fiscal year 2020, the Company received total gross proceeds of $161,028 or an average of approximately $0.098 per share, from the sale of 1,648,300 shares of the Company's common stock. Additionally, the Company collected the $25,000 subscription receivable that was previously recorded at December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income Taxes The Company has incurred historical aggregate net operating losses of approximately $2,011,016 for income tax purposes as of December 31, 2020. The net operating loss carries forward for United States income taxes, which may be available to reduce future years' taxable income. Management believes that the realization of the benefits from these losses appears not more than likely than not due to the Company's limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes were as follows: Year Ended December 31, 2020 Year Ended December 31, 2019 Income tax benefit at U.S. statutory rate of 21% $ (74,503 ) $ (24,098 ) Income tax benefit – State tax rate at 5% (17,739 ) (5,737 ) Non-deductible expenses 44,068 4,841 Increase in valuation allowance 48,174 24,994 Total provision for income tax $ - $ - The Company's approximate net deferred tax asset was as follows: Deferred Tax Asset: December 31, 2020 December 31, 2019 Net operating loss carryforward $ 522,864 $ 474,690 Valuation allowance (522,864 ) (474,690 ) Net deferred tax asset $ - $ - On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 34% to a flat 21% effective January 1, 2018. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods. The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2020 and 2019 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $48,174 in fiscal 2020. The potential tax benefit arising from the loss carryforward of approximately $1,668,018 accumulated through December 31, 2017 will expire in 2037 and the fiscal 2018, 2019 and 2020 net operating loss carryforward of approximately $342,998 may be carried forward indefinitely. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes or business changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company's 2018, 2019 and 2020 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Operating lease In January 2018, the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the CEO of the Company (see Note 7). The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease currently requires monthly payments of approximately $1,136 plus sales tax and the Company is not responsible for any additional charges for common area maintenance. The monthly rent will increase by 2% at the end of each year. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the 'package of practical expedients', which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets $45,645 and total lease liabilities of $45,645 based on an incremental borrowing rate of 12%. For the respective years ended December 31, 2020 and 2019, we paid an aggregate of $15,100 and $14,854 for rent under this agreement, respectively. Right of Use ("ROU") Asset is summarized below: As of As of December 31, 2019 Office lease, ROU Asset $ 45,645 $ 45,645 Less: Accumulated amortization (20,368 ) (9,834 ) Balance of ROU asset $ 25,277 $ 35,811 Operating lease liability related to the ROU asset is summarized below: As of As of December 31, Office lease liability $ 45,645 $ 45,645 Reduction of lease liability (19,802 ) (9,412 ) Total 25,843 36,233 Less: current portion (12,007 ) (10,390 ) Long term portion of lease liability $ 13,836 $ 25,843 Future minimum lease payments under non-cancelable operating lease at December 31, 2020 are as follows: Year 2021 $ 14,462 Year 2022 14,752 Total 29,214 Imputed interest (3,371 ) Total operating lease liability $ 25,843 Option agreements In November 2018, the Company entered into an Option Agreement (the "November 2018 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for graphene foam coating and deicing. The option period commenced on the effective date of this November 2018 Option Agreement and expired 6 months from the effective date unless terminated by either party by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,500 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2018. In May 2019, the Company entered into an amendment agreement to extend the option period to August 2019. In October 2020, the Company entered into an exclusive licensing agreement with this licensor (see discussion below). In March 2019, the Company entered into an Option Agreement (the "March 2019 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for rechargeable battery device. The option period commenced on the effective date of this March 2019 Option Agreement and expires 12 months from the effective date unless terminated by either party by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $5,000 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In October 2020, the Company entered into an exclusive licensing agreement with this licensor (see discussion below). In August 2019, the Company entered into an Option Agreement (the "August 2019 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for detecting melanoma cancer. The option period commenced on the effective date of this August 2019 Option Agreement and expires in August 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In August 2020, the Company entered into an amendment agreement to extend the option period to August 31, 2021 unless sooner terminated by the execution of a license agreement between the parties. All other provision of this option agreement shall remain in full force and effect and unmodified by this amendment. In September 2019, the Company entered into an Option Agreement (the "September 2019 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for self-sterilizing device using plasma fields. The option period commenced on the effective date of this September 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company entered into an amendment agreement to extend the option period to September 30, 2021 unless sooner terminated by the execution of a license agreement between the parties. All other provision of this option agreement shall remain in full force and effect and unmodified by this amendment. In September 2019, the Company entered into an Option Agreement (the "September 11, 2019 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for low-cost disposable medical sensor for heart-attack. The option period commenced on the effective date of this September 11, 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company requested the licensor to grant the Company an extension for this option agreement. After the Company's initial request, the Company notified the licensor of exercising the option and request for a licensing agreement. Despite the repeated efforts from the Company, the licensor did not respond. As a result, such option agreement is considered expired. In September 2019, the Company entered into an Option Agreement (the "September 13, 2019 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for multifunctional oral prosthetic system. The option period commenced on the effective date of this September 13, 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company requested the licensor to grant the Company an extension for this option agreement. After the Company's initial request, the Company notified the licensor of exercising the option and request for a licensing agreement. Despite the repeated efforts from the Company, the licensor did not respond. As a result, such option agreement is considered expired. In October 2019, the Company entered into an Option Agreement (the "October 2019 Option Agreement") whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for arc melted glass piles for structural foundations. The option period commenced on the effective date of this October 2019 Option Agreement and expires in October 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights up to a maximum of $3,500. The Company paid an option fee of $1,500 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In October 2020, the Company entered into an amendment agreement to extend the option period to October 15, 2021. Upon exercise of this option, the Company shall pay $1,500 no later than October 15, 2021. Exclusive licensing agreements On October 30, 2020, the ("Effective Date") the Company entered into an exclusive licensing agreement with a University for the licensed patents related to the technology for graphene foam coating and deicing. The term of this license shall continue until licensee permanently discontinue the sale of any licensed products or unless terminated pursuant to the terms of this agreement. Licensee may grant written sublicenses to third parties. However, the licensee shall notify the University of the initiation of the license negotiation. Licensee may terminate this agreement by giving at least sixty days written notice to University. The University may terminate this agreement by giving the licensee at least thirty days written notice upon the occurrence of certain events as defined in the agreement. The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,500 shall be made within thirty days of the Effective Date and the second installment of $3,500 at the first anniversary of the effective date. The Company paid the $1,500 first installment in November 2020. Additionally, the Company agreed to pay certain royalty payments as follows: (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. Furthermore, the Company agrees to pay Licensor minimum royalty payments, as follows: Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. The first minimum royalty payment shall be due on December 31, 2021 for calendar year 2021. On October 30, 2020, the ("Effective Date") the Company entered into an exclusive licensing agreement with a University for the licensed patents related to the technology for rechargeable battery device. The term of this license shall continue until licensee permanently discontinue the sale of any licensed products or unless terminated pursuant to the terms of this agreement. Licensee may grant written sublicenses to third parties. However, the licensee shall notify the University of the initiation of the license negotiation. Licensee may terminate this agreement by giving at least sixty days written notice to University. The University may terminate this agreement by giving the licensee at least thirty days written notice upon the occurrence of certain events as defined in the agreement. The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,418 shall be made within thirty days of the Effective Date and the second installment of $3,582 at the first anniversary of the effective date. The Company paid the $1,418 first installment in November 2020. Additionally, the Company agreed to pay certain royalty payments as follows: (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. Furthermore, the Company agrees to pay Licensor minimum royalty payments, as follows: Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. The first minimum royalty payment shall be due on December 31, 2021 for calendar year 2021. Consulting agreements On August 29, 2019, the Company entered into a six-month consulting agreement with a consultant for business advisory and promotion services in exchange for 50,000 shares of the Company's common stock. Additionally, the Company shall pay such consultant for any market research and business relation services rendered in cash. In 2019, the Company issued the 50,000 shares of the Company's common stock to the consultant. On January 5, 2020, the Company entered into a twelve-month agreement, effective as of March 13, 2020, with a consultant to serve as a technical science consultant, for $2,500 cash payment and 30,000 shares of the Company's common stock. This agreement may be terminated without cause by either party in 30 days upon submitting a written notice. These shares had a fair value of $2,250 or $0.075 per share, based on recent private placement sales of common stock which was recorded as stock-based consulting. On February 13, 2020, the Company entered into a six-month agreement with an individual to serve as a chief engineer consultant. The Company will pay the consultant a consulting fee in cash and shares of the Company's common stock for services to be rendered, to be determined and agreed upon by both parties when services begin. On May 21, 2020, the Company entered into an amended agreement with an individual related to a six-month consulting agreement dated on August 29, 2019. The consultant will provide business advisory, investor relations, and promotion services in exchange for 3,125 shares of the Company's common stock per month. The consulting agreement may be renewed or extended for any period as may be agreed by the parties. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 - Related Party Transactions In August 2019, the Company paid accrued salaries to its Chief Executive Officer in the amount of $46,096 by issuing 921,920 shares of common stock (see Note 4). Additionally, the Chief Financial Officer forgave accrued salaries of $414,864 during the year ended December 31, 2019. The Company reduced total accrued salaries by $460,960 in connection with the issuance of 921,920 shares of common stock and recorded $414,864 of contributed capital from the forgiveness of accrued salaries. In January 2020, the Company settled accrued salary owed to its Chief Executive Officer ("CEO") by issuing 829,721 shares of common stock valued at $94,422, based on recent private placement sales of common stock on the date of grant (see Note 4). Additionally, the CEO forgave accrued salary of $366,530. The Company reduced total accrued salary by $460,952 in connection with the issuance of the 829,721 shares of common stock and recorded contributed capital of $366,530 for the forgiveness of accrued salary. The Company paid rental fee for personal housing of $12,600 and $12,150 during the year ended December 31, 2020 and 2019, respectively to an affiliated company owned by the CEO of the Company which was recorded as compensation to the CEO which is included in general and administrative expenses as reflected in the accompanying statements of operations. In January 2018, the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the CEO of the Company. The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease currently requires monthly payments of approximately $1,136 plus sales tax and the Company is not responsible for any additional charges for common area maintenance. The monthly rent will increase by 2% at the end of each year (see Note 6). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events The Company has executed an Exclusive Distributor Agreement with Jarada, Inc. Ltd ("Jarada") of Seoul Korea The Agreement appoints Jarada an exclusive South Korean territorial distribution rights to all of the Company's Graphene products that will be developed and made available for worldwide commercialization. The Company shall pay Jarada 15% commission on all sales made by Jarada of the Company's Graphene products. The term of this agreement is for two years from the date of execution and shall automatically renewed unless either party provides notice of termination. On January 8, 2021, the Company entered into a consulting agreement with an individual for thirty-six months. The consultant will provide promotional services in exchange for 20,000 shares of the Company's common stock. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. The shares were valued at $0.15 per share or $3,000, based on the quoted trading price on the date of grant. The Company shall recognize prepaid expense of $3,000 to be amortized over the service period. Between February 2021 and March 3, 2021, the Company received gross proceeds of $22,500 or approximately $0.075 per share, from the sale of 300,000 shares of the Company's common stock. Between March 4, 2021 and March 12, 2021, the Company issued an aggregate of 2,000 to a consultant of the Company for services rendered with fair value of $400 or an average of approximately $0.20 per share, based on the quoted trading price on the date of grants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The Company's consolidated financial statements include the financial statements of its three wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. All wholly-owned subsidiaries were inactive subsidiaries at December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of equity-based instruments issued for other than cash, valuation of right-of-use assets and liabilities and the valuation allowance on deferred tax assets. |
Risks and uncertainties for development stage company | Risks and uncertainties for development stage company The Company is considered to be in an early stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of the Company's efforts to business planning and development. Additionally, the Company has allocated a substantial portion of its time and investment to the completion of the Company's development activities to launch its marketing plan and generate revenues and to raising capital. The Company has not yet generated revenue from operations. The Company's activities during this early stage are subject to significant risks and uncertainties. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents as of December 31, 2020 and 2019. The Company places its cash with high credit quality financial institutions. The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of December 31, 2020, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. |
Fair value measurements and fair value of financial instruments | Fair value measurements and fair value of financial instruments The Company follows Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board's ("FASB") accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including prepaid expense, accounts payable, accrued expenses and accrued salaries are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Property | Property Property is carried at cost which made up of office equipment. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The Company shall capitalize cost of property over $1,500. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, "Share-Based Payment," Determining Fair Value Under ASC 718-10 The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards. The Company's determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. |
Income taxes | Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, "Accounting for Income Taxes" ("ASC 740-10"), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Net loss per share of common stock | Net loss per share of common stock Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2020 and 2019, the Company had 50,000,000 potentially dilutive securities outstanding related to Series A Convertible Preferred Stock for both periods (see Note 4). Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC 360-10, " Long-lived assets," |
Leases | Leases In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Recent accounting pronouncements | Recent accounting pronouncements Accounting standards which are not yet effective are not expected to have a material impact on the Company's financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and the provision for income taxes | Year Ended December 31, 2020 Year Ended December 31, 2019 Income tax benefit at U.S. statutory rate of 21% $ (74,503 ) $ (24,098 ) Income tax benefit – State tax rate at 5% (17,739 ) (5,737 ) Non-deductible expenses 44,068 4,841 Increase in valuation allowance 48,174 24,994 Total provision for income tax $ - $ - |
Schedule of net deferred tax asset | Deferred Tax Asset: December 31, 2020 December 31, 2019 Net operating loss carryforward $ 522,864 $ 474,690 Valuation allowance (522,864 ) (474,690 ) Net deferred tax asset $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of right of use asset | As of As of December 31, 2019 Office lease, ROU Asset $ 45,645 $ 45,645 Less: Accumulated amortization (20,368 ) (9,834 ) Balance of ROU asset $ 25,277 $ 35,811 |
Schedule of operating lease liability related to the ROU asset | As of As of December 31, Office lease liability $ 45,645 $ 45,645 Reduction of lease liability (19,802 ) (9,412 ) Total 25,843 36,233 Less: current portion (12,007 ) (10,390 ) Long term portion of lease liability $ 13,836 $ 25,843 |
Schedule of future minimum lease payments under non-cancelable operating lease | Year 2021 $ 14,462 Year 2022 14,752 Total 29,214 Imputed interest (3,371 ) Total operating lease liability $ 25,843 |
Schedule of licensor minimum royalty payments | Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern (Textual) | ||
Net loss | $ 354,777 | |
Net cash used in operations | (169,196) | $ (109,620) |
Revenues | ||
Accumulated deficit | $ (7,854,524) | $ (7,499,747) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Federal deposit insurance coverage | $ 250,000 | |
Income tax benefit, percentage | 50.00% | |
Capitalize cost of property | $ 1,500 | |
Series A Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Potentially dilutive securities outstanding | 50,000,000 | 50,000,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2020 | Jan. 05, 2020 | Aug. 31, 2019 | Mar. 14, 2007 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Accrued salaries | $ 414,864 | ||||||
Issuance of common stock | 19,913,982 | 15,954,358 | |||||
Stock per share | $ 0.098 | ||||||
Fair value of Common stock | $ 2,250 | ||||||
Sale of common stock | 921,920 | ||||||
Subscription receivable | $ 25,000 | ||||||
Shares cancelled | 25,000 | ||||||
Voting and conversion, description | Each share shall be convertible into ten (10) shares of common stock. The Company may redeem at $0.10 per share with 30 days’ notice. | ||||||
Consultants services | $ 173,500 | ||||||
Chief Executive Officer [Member] | |||||||
Consultant returned shares | 21,000 | ||||||
Contributed capital from the forgiveness of accrued salaries | $ 414,864 | $ 414,864 | |||||
Accrued salaries | $ 94,422 | $ 460,960 | $ 94,422 | $ 46,096 | |||
Issuance of common stock | 829,721 | 921,920 | 829,721 | 921,920 | |||
Stock per share | $ 0.11 | $ 0.11 | $ 0.05 | ||||
Forgave accrued salaries | $ 366,530 | $ 414,864 | |||||
Aggregate stock issued | 1,456,603 | ||||||
Fair value of Common stock | $ 165,368 | ||||||
Sale of common stock | 1,648,300 | ||||||
Shares cancelled | 21,000 | ||||||
Total gross proceeds | $ 161,028 | ||||||
Fair value ranging per share | $ 0.1135 | ||||||
Consultant [Member] | |||||||
Stock per share | $ 0.165 | ||||||
Aggregate stock issued | 25,000 | ||||||
Fair value of Common stock | $ 4,125 | ||||||
Series A Preferred Stock | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | |||||
Series A Super Voting Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 50,000,000 | ||||||
Designated convertible preferred shares | 5,000,000 | ||||||
Preferred stock, par value | $ .001 | ||||||
Minimum [Member] | |||||||
Fair value ranging per share | $ 0.075 | ||||||
Maximum [Member] | |||||||
Fair value ranging per share | $ 0.10 | ||||||
Common Stock [Member] | |||||||
Issuance of common stock | 500,000 | ||||||
Aggregate stock issued | 1,648,300 | ||||||
Sale of common stock | 3,060,200 | ||||||
Average share price | $ 0.065 | ||||||
Stockholders' equity deficit, description | The Company purchased back 1,000,000 shares of its common stock for $5,000. Upon the return of the shares, the Company cancelled the 1,000,000 shares of common stock. | ||||||
Total gross proceeds | $ 172,556 | ||||||
Sales of common stock on recent private placements | 18,618 | ||||||
Stock-based compensation | $ 18,618 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate of 21% | $ (74,503) | $ (24,098) |
Income tax benefit - State tax rate at 5% | (17,739) | (5,737) |
Non-deductible expenses | 44,068 | 4,841 |
Increase in valuation allowance | 48,174 | 24,994 |
Total provision for income tax |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Asset: | ||
Net operating loss carryforward | $ 522,864 | $ 474,690 |
Valuation allowance | (522,864) | (474,690) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||||
U.S. statutory rate | 21.00% | |||
State tax rate | 5.00% | |||
Increase in valuation allowance | $ 48,174 | $ 24,994 | ||
Potential tax benefit | $ 1,668,018 | |||
Income tax maturity, description | Will expire in 2037 and the fiscal 2018, 2019 and 2020 net operating loss carryforward of approximately $342,998 may be carried forward indefinitely. | |||
Net operating loss carryforward | $ 342,998 | $ 342,998 | $ 342,998 | |
Aggregate net operating losses | $ 2,011,016 | |||
United States income tax purposes, percentage | 100.00% | |||
Minimum [Member] | ||||
Income Taxes (Textual) | ||||
U.S. corporate federal income tax rate | 21.00% | |||
Maximum [Member] | ||||
Income Taxes (Textual) | ||||
U.S. corporate federal income tax rate | 34.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Office lease, ROU Asset | $ 45,645 | $ 45,645 |
Less: Accumulated amortization | (20,368) | (9,834) |
Balance of ROU asset | $ 25,277 | $ 35,811 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Office lease liability | $ 45,645 | $ 45,645 |
Reduction of lease liability | (19,802) | (9,412) |
Total | 25,843 | 36,233 |
Less: current portion | (12,007) | (10,390) |
Long term portion of lease liability | $ 13,836 | $ 25,843 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year 2021 | $ 14,462 |
Year 2022 | 14,752 |
Total | 29,214 |
Imputed interest | (3,371) |
Total operating lease liability | $ 25,843 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) | Dec. 31, 2020USD ($) |
First Installment [Member] | |
2021 | $ 2,000 |
2022 | 3,000 |
2023 | 5,000 |
2024 and every year thereafter on the same date, for the life of this License Agreement. | 10,000 |
Second Installment [Member] | |
2021 | 2,000 |
2022 | 3,000 |
2023 | 5,000 |
2024 and every year thereafter on the same date, for the life of this License Agreement. | $ 10,000 |
Commitments and Contingencies_6
Commitments and Contingencies (Details Textual) - USD ($) | Nov. 18, 2020 | Jan. 05, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Oct. 30, 2020 | May 21, 2020 | Oct. 31, 2019 | Aug. 29, 2019 | Jan. 02, 2019 | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2018 |
Lease payments | $ 1,136 | |||||||||||||
Increase by rent | 2.00% | |||||||||||||
Rent payment | $ 15,100 | $ 14,854 | ||||||||||||
Incremental borrowing rate | 12.00% | |||||||||||||
Professional and consulting fees | 286,888 | $ 55,135 | ||||||||||||
Cash payment | $ 2,500 | |||||||||||||
Common stock shares | 30,000 | 3,125 | ||||||||||||
Common stock fair value | $ 2,250 | |||||||||||||
Common stock fair value, per share | $ 0.075 | |||||||||||||
Payment of license issue fee | $ 5,000 | $ 5,000 | ||||||||||||
Exchange of common stock shares | 50,000 | |||||||||||||
Common stock, shares issued | 50,000 | |||||||||||||
November 2018 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | $ 1,200 | $ 1,500 | ||||||||||||
March 2019 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | $ 5,000 | |||||||||||||
August 2019 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | 1,200 | |||||||||||||
September 2019 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | 1,200 | |||||||||||||
September 11, 2019 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | 1,200 | |||||||||||||
September 13, 2019 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | 1,200 | |||||||||||||
October 2019 Option Agreement [Member] | ||||||||||||||
Professional and consulting fees | $ 1,500 | |||||||||||||
Patent rights amount | The Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights up to a maximum of $3,500. | |||||||||||||
Exercise of option, description | The Company shall pay $1,500 no later than October 15, 2021. | |||||||||||||
ASC Topic 842 [Member] | ||||||||||||||
Right-of-use assets | $ 45,645 | |||||||||||||
Total lease liabilities | $ 45,645 | |||||||||||||
First Installment [Member] | ||||||||||||||
Payment of license issue fee | $ 1,418 | $ 1,418 | ||||||||||||
Royalty payment, description | The Company agreed to pay certain royalty payments as follows: (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. | |||||||||||||
First Installment [Member] | Exclusive Licensing Agreements [Member] | ||||||||||||||
Payment of license issue fee | $ 1,500 | 1,500 | ||||||||||||
Second Installment [Member] | ||||||||||||||
Payment of license issue fee | $ 3,582 | |||||||||||||
Royalty payment, description | The Company agreed to pay certain royalty payments as follows: (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. | |||||||||||||
Second Installment [Member] | Exclusive Licensing Agreements [Member] | ||||||||||||||
Payment of license issue fee | $ 3,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2020 | Aug. 31, 2019 | |
Related Party Transactions (Textual) | |||||
Issuance of common stock for accrued salaries | 829,721 | ||||
Accrued salaries | $ 366,530 | ||||
Common stock value | 19,914 | $ 15,954 | |||
Reduced accrued salaries | 460,952 | ||||
Total accrued salaries | $ 460,960 | ||||
Sale of common stock | 921,920 | ||||
Rental fee | $ 12,600 | 12,150 | |||
Sub-lease agreement, description | The Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the CEO of the Company. The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease currently requires monthly payments of approximately $1,136 plus sales tax and the Company is not responsible for any additional charges for common area maintenance. The monthly rent will increase by 2% at the end of each year (see Note 6). | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Textual) | |||||
Issuance of common stock for accrued salaries | 829,721 | ||||
Accrued salaries | $ 366,530 | $ 46,096 | |||
Common stock value | $ 94,422 | $ 921,920 | |||
Rental fees | 12,600 | 12,150 | |||
Forgave accrued salaries | $ 366,530 | 414,864 | |||
Sale of common stock | 1,648,300 | ||||
Contributed capital from the forgiveness of accrued salaries | $ 414,864 | $ 414,864 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 03, 2021 | Feb. 28, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Mar. 12, 2021 | Mar. 04, 2021 | Jan. 05, 2020 |
Subsequent Events (Details Textual) | |||||||
Share price per share | $ 0.098 | ||||||
Commission, percentage | 15.00% | ||||||
Sale of common stock | 921,920 | ||||||
Fair value of common stock | $ 2,250 | ||||||
Subsequent Events [Member] | |||||||
Subsequent Events (Details Textual) | |||||||
Subsequent event, description | The Company entered into a consulting agreement with an individual for thirty-six months. The consultant will provide promotional services in exchange for 20,000 shares of the Company’s common stock. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. The shares were valued at $0.15 per share or $3,000, based on the quoted trading price on the date of grant. The Company shall recognize prepaid expense of $3,000 to be amortized over the service period. | ||||||
Gross proceeds | $ 22,500 | $ 22,500 | |||||
Share price per share | $ 0.075 | $ 0.075 | $ 0.20 | $ 0.20 | |||
Sale of shares | 300,000 | 300,000 | |||||
Sale of common stock | 2,000 | 2,000 | |||||
Fair value of common stock | $ 400 | $ 400 |