High Sierra (HSTI) 10-K 16 Apr 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	5 Months Ended
	Dec. 31, 2018	Apr. 15, 2019	Jan. 31, 2019
Details
Registrant Name	High Sierra Technologies, Inc.
Registrant CIK	0001365388
SEC Form	10-K
Period End date	Dec. 31, 2018
Fiscal Year End	--12-31
Trading Symbol	HSTI
Tax Identification Number (TIN)	841344320
Number of common stock shares outstanding		20,189,642
Public Float			$ 1,896
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Incorporation, State Country Name	Colorado

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS	Dec. 31, 2018USD ($)
CURRENT ASSETS
Cash	$ 220,253
TOTAL CURRENT ASSETS	220,253
TOTAL ASSETS	220,253
CURRENT LIABILITIES
Accounts payable and accrued expenses	25,424
TOTAL CURRENT LIABILITIES	25,424
TOTAL LIABILITIES	25,424
STOCKHOLDERS' EQUITY
Preferred stock no par value, non-voting, 5,000,000 shares authorized; 0 shares issued and outstanding	0
Common stock no par value, 50,000,000 shares authorized; 20,189,642 shares issued and outstanding	237,348
Retained deficit	(42,519)
TOTAL STOCKHOLDERS' EQUITY	194,829
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 220,253

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical	Dec. 31, 2018$ / sharesshares
Details
Preferred Stock, No Par Value | $ / shares	$ 0
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Shares Outstanding	0
Common Stock, No Par Value | $ / shares	$ 0
Common Stock, Shares Authorized	50,000,000
Common Stock, Shares, Issued	20,189,642
Common Stock, Shares, Outstanding	20,189,642

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS	5 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Details
Revenues	$ 0
Operating Expenses
General and administrative	34,836
Total Operating Expenses	34,836
(Loss) from continuing operations	(34,836)
Other (expense)
Impairment loss	(7,683)
Total (expense)	(7,683)
(Loss) before income taxes	(42,519)
Income Taxes	0
Net (loss)	$ (42,519)
(Loss) per share-Basic and diluted | $ / shares	$ 0
Weighted average shares outstanding Basic and diluted | shares	15,433,025

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - 5 months ended Dec. 31, 2018 - USD ($)	Preferred Stock	Common Stock	Retained Earnings	Total
Balance, August 6, 2018 at Aug. 05, 2018	0
Balance, August 6, 2018 at Aug. 05, 2018		0
Balance, August 6, 2018 at Aug. 05, 2018	$ 0	$ 0	$ 0	$ 0
Recapitalization entry		4,756,617
Recapitalization entry	0	$ 212,265	0	212,265
Common stock issued for services		5,100,000
Common stock issued for services	0	$ 5,150	0	5,150
Common stock issued for patents and intellectual property		7,683,025
Common stock issued for patents and intellectual property	0	$ 7,683	0	7,683
Common stock issued for cash		2,650,000
Common stock issued for cash	0	$ 12,250	0	12,250
Net (loss)	0	$ 0	(42,519)	$ (42,519)
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2018		20,189,642		20,189,642
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2018	$ 0	$ 237,348	$ (42,519)	$ 194,829

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS	5 Months Ended
	Dec. 31, 2018USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (42,519)
Impairment of patents	7,683
Common stock issued for services	5,150
Increase in accounts payable and accrued expenses	19,424
Net cash provided by (used in) operating activities	(10,262)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net assets and liabilities acquired from acquisition of High Sierra Technologies, Inc. acquisition	218,265
Proceeds from sale of common stock	12,250
Net cash provided by financing activities	230,515
Net Increase/(decrease) in cash	220,253
CASH AT BEGINNING OF PERIOD	0
CASH AT END OF PERIOD	220,253
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	0
Cash paid for income taxes	0
NON-CASH TRANSACTIONS
Common stock issued for consulting services	5,150
Common stock issued for patents	7,683
Liabilities assumed in recapitalization	$ 6,000

Summary of History and Signific

Summary of History and Significant Accounting Policies	5 Months Ended
	Dec. 31, 2018
Notes
Summary of History and Significant Accounting Policies	NOTE 1- Summary of History and Significant Accounting Policies Nature of Operations The Company was incorporated in the State of Colorado on May 9, 1996. The Company originally intended to engage in the business of marine transportation. These plans did not materialize, and the Company considered alternative business opportunities. On November 1, 2017, the Company incorporated Gulf Acquisition, Inc., a Utah corporation for the sole purpose of completing an Agreement and Plan of Merger. This wholly-owned subsidiary had no activities in 2018. Pursuant to the terms of the Merger Agreement, the parties had until December 15, 2017, to complete the Merger Agreement (the “Termination Date”). The conditions of the Merger Agreement were not satisfied by the Termination Date, and therefore the Merger Agreement has been terminated. On December 31, 2018 the Company entered into a Share Exchange Agreement with High Sierra and all the shareholders of High Sierra were shares of the Company on a one for one basis. The Share Exchange was treated as a recapitalization of the Company, with the Company, Gulf & Orient Steamship Company, Ltd (the legal acquirer of High Sierra Technologies, Inc), considered the accounting acquiree, and High Sierra Technologies, Inc. (the legal acquiree of the Company) considered the accounting acquirer. The consolidated financial statements as of December 31, 2018 are presented under successor entity reporting and include the balance sheets of High Sierra Technologies, Inc. and Gulf & Orient Steamship Company, Ltd and the results of operations and cash flows of High Sierra Technologies, Inc. from August 6, 2018 (inception) through December 31, 2018. The merger was completed on December 31, 2018 and the results of operations and cash flows of Gulf & Orient Steamship Company, Ltd are considered insignificant. High Sierra is a start-up that develops patents and other products used in the processing of cannabis, including industrial hemp, and currently are licensing these technologies to companies in the industry. The Company will likely incur research and development expenses in the future, and intends to develop a policy regarding the same. Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, "[t]he usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation." All inter-company transactions have been eliminated during consolidation. Concentration of Risk The Company places its cash and temporary cash investments with established financial institutions. At times, such cash and investments may be in excess of the FDIC insurance limit. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation Equity Based Payments to Non-Employees ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Intangibles with Finite Lives The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment, The Company does not amortize any intangible assets with finite lives. Goodwill and intangible assets are reviewed for potential impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Management determined an impairment adjustment related to these intangibles was necessary at December 31, 2018 in the amount of $7,683 due to the uncertainty in the realization of the intangible value of these assets. Revenue Recognition The Company applies ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Advertising Advertising costs are expensed as incurred. Advertising expenses for the period ended December 31, 2018 were $0. Fair Value of Financial Instruments The Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices for identical assets and liabilities in active markets; Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates. Emerging Growth Company Critical Accounting Policy Disclosure The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future. Income Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. same. Segments The Company operates in one business segment, namely the business of Loss Per Share Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2018. Recent Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or

Going Concern

Going Concern	5 Months Ended
	Dec. 31, 2018
Notes
Going Concern	NOTE 2 – Financial Condition and Going Concern The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained operating losses in the current year and may not achieve the level of profitable operations to sustain its activities. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company it may be required to curtail its operations.

Intangibles

Intangibles	5 Months Ended
	Dec. 31, 2018
Notes
Intangibles	NOTE 3 – Intangibles During the period from inception to December 31, 2018, the Company acquired certain provisional patents and other rights for common stock in the Company for a value of $7,683. The Company has impaired the value of these patents due to not being able to determine the value of the items acquired.

Income Taxes

Income Taxes	5 Months Ended
	Dec. 31, 2018
Notes
Income Taxes	NOTE 4 – Income Taxes The Company adopted the provisions of ASC 740-10. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740-10 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of income. The Company has no unrecognized tax benefit, which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the period ended December 31, 2018. We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of December 31, 2018, we had no accrued interest or penalties related to uncertain tax positions. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The components of deferred income tax assets (liabilities) at December 31, 2018, were as follows: Balance Rate Tax Federal loss carryforward $ 42,519 21% $ 8,929 Valuation allowance (8,929) Deferred tax asset $ - Due to the passage of the “Tax Cuts and Jobs Act” on December 20, 2017 the rate of the U.S. Federal Income Tax dropped from 34% to 21%, which is a flat percentage tax rate used for the calculation of the deferred income tax assets. The new law also changes the rules on NOL carry forward. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, utilization of NOL carry forwards arising after January 1, 2018, will now be limited to 80 percent of taxable income.

Capital Changes

Capital Changes	5 Months Ended
	Dec. 31, 2018
Notes
Capital Changes	NOTE 5 – Capital Changes Common Stock On December 31, 2018 we entered into a Share Exchange Agreement (the “Agreement”) with High Sierra Technologies, Inc., a Nevada corporation (“High Sierra”) and all of the shareholders of High Sierra, pursuant to which we acquired 100% of the issued and outstanding shares of common stock of High Sierra (the “Share Exchange” or “Acquisition”). The Acquisition of High Sierra was consummated on the same date, and High Sierra is now a wholly-owned subsidiary of the Company. The names of the shareholders of High Sierra are listed in the Agreement, a copy of which is attached to our Form 8-K Current Report filed with the SEC on January 2, 2019 as Exhibit 2.1. As consideration for the Share Exchange, we issued a total of 15,433,025 shares of our common stock to the High Sierra shareholders. The Company issued 15,433,025 shares of its common stock at $.001 per share for a total of $25,083 during the period ended December 31, 2018 of which $12,250 was paid for in cash, $7,683 was paid by the contribution of certain intangibles, $5,150 was for services.

Commitments, Contingencies and

Commitments, Contingencies and Legal Matters	5 Months Ended
	Dec. 31, 2018
Notes
Commitments, Contingencies and Legal Matters	N O T E 6 Contingencies and Commitments and Legal Matters Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed. A t h r e p o r d a t e th C o mp an h a n ma t eria unre c orde co n ti n g e nci e s.

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2018
Notes
Subsequent Events	NOTE 7 – Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2018 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statement other than the events described immediately below. On March 25, 2019 a Special Meeting of the Company’s Stockholders was held at which the stockholders voted to change the Company’s name to High Sierra Technologies, Inc., and to approve certain other changes in the Company’s Articles of Incorporation which are described in the Company’s Definitive Proxy Statement. These changes became effective on April 1, 2019. A copy of our Amended and Restated Articles of Incorporation is attached to this Annual Report as Exhibit 3.2. On March 25, 2019 following the shareholder meeting, Michael Vardakis resigned as a director of the Company. On March 26, 2019, Vincent C. Lombardi, as the only remaining director of the Company, appointed Gregg W. Koechlein as a director of the Company to fill the vacancy left by Mr. Vardakis’ resignation.

Summary of History and Signif_2

Summary of History and Significant Accounting Policies (Policies)	5 Months Ended
	Dec. 31, 2018
Policies
Nature of Operations	Nature of Operations The Company was incorporated in the State of Colorado on May 9, 1996. The Company originally intended to engage in the business of marine transportation. These plans did not materialize, and the Company considered alternative business opportunities. On November 1, 2017, the Company incorporated Gulf Acquisition, Inc., a Utah corporation for the sole purpose of completing an Agreement and Plan of Merger. This wholly-owned subsidiary had no activities in 2018. Pursuant to the terms of the Merger Agreement, the parties had until December 15, 2017, to complete the Merger Agreement (the “Termination Date”). The conditions of the Merger Agreement were not satisfied by the Termination Date, and therefore the Merger Agreement has been terminated. On December 31, 2018 the Company entered into a Share Exchange Agreement with High Sierra and all the shareholders of High Sierra were shares of the Company on a one for one basis. The Share Exchange was treated as a recapitalization of the Company, with the Company, Gulf & Orient Steamship Company, Ltd (the legal acquirer of High Sierra Technologies, Inc), considered the accounting acquiree, and High Sierra Technologies, Inc. (the legal acquiree of the Company) considered the accounting acquirer. The consolidated financial statements as of December 31, 2018 are presented under successor entity reporting and include the balance sheets of High Sierra Technologies, Inc. and Gulf & Orient Steamship Company, Ltd and the results of operations and cash flows of High Sierra Technologies, Inc. from August 6, 2018 (inception) through December 31, 2018. The merger was completed on December 31, 2018 and the results of operations and cash flows of Gulf & Orient Steamship Company, Ltd are considered insignificant. High Sierra is a start-up that develops patents and other products used in the processing of cannabis, including industrial hemp, and currently are licensing these technologies to companies in the industry. The Company will likely incur research and development expenses in the future, and intends to develop a policy regarding the same.
Basis of Presentation	Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, "[t]he usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation." All inter-company transactions have been eliminated during consolidation.
Concentration of Risk	Concentration of Risk The Company places its cash and temporary cash investments with established financial institutions. At times, such cash and investments may be in excess of the FDIC insurance limit.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Stock-based Compensation	Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation Equity Based Payments to Non-Employees ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Intangibles with Finite Lives	Intangibles with Finite Lives The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment, The Company does not amortize any intangible assets with finite lives. Goodwill and intangible assets are reviewed for potential impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Management determined an impairment adjustment related to these intangibles was necessary at December 31, 2018 in the amount of $7,683 due to the uncertainty in the realization of the intangible value of these assets.
Revenue Recognition	Revenue Recognition The Company applies ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising expenses for the period ended December 31, 2018 were $0.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices for identical assets and liabilities in active markets; Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
Emerging Growth Company Critical Accounting Policy Disclosure	Emerging Growth Company Critical Accounting Policy Disclosure The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.
Income Taxes	Income Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. same.
Segments	Segments The Company operates in one business segment, namely the business of
Income (loss) Per Common Share	Loss Per Share Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2018.
Recently Issued Accounting Pronouncements	Recent Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or

Income Taxes (Tables)

Income Taxes (Tables)	5 Months Ended
	Dec. 31, 2018
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	Balance Rate Tax Federal loss carryforward $ 42,519 21% $ 8,929 Valuation allowance (8,929) Deferred tax asset $ -

Summary of History and Signif_3

Summary of History and Significant Accounting Policies (Details)	5 Months Ended
	Dec. 31, 2018USD ($)
Details
Impairment of patents	$ 7,683
Advertising Expense	$ 0

Intangibles (Details)

Intangibles (Details)	5 Months Ended
	Dec. 31, 2018USD ($)
Details
Impairment of patents	$ 7,683

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2018USD ($)
Details
Operating Loss Carryforwards	$ 42,519
Tax Credit Carryforward, Amount	8,929
Tax Credit Carryforward, Valuation Allowance	(8,929)
Deferred Tax Assets, Tax Credit Carryforwards	$ 0

Capital Changes (Details)

Capital Changes (Details)	5 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Details
Shares, Issued | shares	15,433,025
Shares Issued, Price Per Share | $ / shares	$ 0.001
Total proceeds from shares issued	$ 25,083
Proceeds from sale of common stock	12,250
Common stock issued for patents and intellectual property	7,683
Common stock issued for services	$ 5,150