Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Kingfish Holding Corporation | |
Entity Central Index Key | 0001374881 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | No | |
Document Period End Date | Jun. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 120,942,987 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52375 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 20-4838580 | |
Entity Interactive Data Current | No | |
Entity Address Address Line 1 | 822 62nd Street Circle East | |
Entity Address Address Line 2 | Suite 105 | |
Entity Address City Or Town | Bradenton | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 34208 | |
City Area Code | 941 | |
Local Phone Number | 487-3653 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 4,551 | $ 246 |
Total Assets | 4,551 | 246 |
Current liabilities: | ||
Accounts payable | 94,176 | 207,300 |
Accrued interest payable | 40,344 | 27,137 |
Convertible notes payable to related party | 90,000 | 90,000 |
Note payable to related party | 130,000 | 0 |
Total Current Liabilities | 354,520 | 324,437 |
Long term liabilities: | ||
Note payable to related party | 250,000 | 180,000 |
Rescission liability | 20,000 | 20,000 |
Total Long Term Liabilities | 270,000 | 200,000 |
Total Liabilities | 624,520 | 524,437 |
Stockholders' deficit: | ||
Preferred stock, par $0.0001, 20,000,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common stock, par $0.0001, 200,000,000 shares authorized, 120,942,987 shares issued and outstanding | 12,094 | 12,094 |
Paid in capital | 4,378,213 | 4,378,213 |
Accumulated deficit | (4,990,276) | (4,894,498) |
Rescission liability | (20,000) | (20,000) |
Total stockholders' deficit | (619,969) | (524,191) |
Total Liabilities and Stockholders' Deficit | $ 4,551 | $ 246 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Sep. 30, 2022 |
Stockholders' Deficit: | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, issued shares | 120,942,987 | 120,942,987 |
Common stock, shares outstanding | 120,942,987 | 120,942,987 |
STATEMENTS OF OPERATIONS - (UNA
STATEMENTS OF OPERATIONS - (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Expenses: | ||||
Professional fees | $ 9,364 | $ 23,469 | $ 82,502 | $ 82,982 |
General and administrative expenses | 0 | 0 | 68 | 50 |
Total operating expenses | 9,364 | 23,469 | 82,570 | 83,032 |
Other Expenses | ||||
Interest expense | 4,732 | 1,688 | 13,208 | 4,640 |
Total operating and other expenses | 14,096 | 25,157 | 95,778 | 87,672 |
Net Loss Before Income Taxes | (14,096) | (25,157) | (95,778) | (87,672) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (14,096) | $ (25,157) | $ (95,778) | $ (87,672) |
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average common shares outstanding | 120,942,987 | 120,942,987 | 120,942,987 | 120,942,987 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Rescission Liabilities [Member] |
Balance, shares at Sep. 30, 2021 | 120,942,987 | ||||
Balance, amount at Sep. 30, 2021 | $ (332,064) | $ 12,094 | $ 4,378,213 | $ (4,702,371) | $ (20,000) |
Net Loss | (87,672) | $ 0 | 0 | (87,672) | 0 |
Balance, shares at Jun. 30, 2022 | 120,942,987 | ||||
Balance, amount at Jun. 30, 2022 | (419,736) | $ 12,094 | 4,378,213 | (4,790,043) | (20,000) |
Balance, shares at Mar. 31, 2022 | 120,942,987 | ||||
Balance, amount at Mar. 31, 2022 | (394,579) | $ 12,094 | 4,378,213 | (4,764,886) | (20,000) |
Net Loss | (25,157) | $ 0 | 0 | (25,157) | 0 |
Balance, shares at Jun. 30, 2022 | 120,942,987 | ||||
Balance, amount at Jun. 30, 2022 | (419,736) | $ 12,094 | 4,378,213 | (4,790,043) | (20,000) |
Balance, shares at Sep. 30, 2022 | 120,942,987 | ||||
Balance, amount at Sep. 30, 2022 | (524,191) | $ 12,094 | 4,378,213 | (4,894,498) | (20,000) |
Net Loss | (95,778) | $ 0 | 0 | (95,778) | 0 |
Balance, shares at Jun. 30, 2023 | 120,942,987 | ||||
Balance, amount at Jun. 30, 2023 | (619,969) | $ 12,094 | 4,378,213 | (4,990,276) | (20,000) |
Balance, shares at Mar. 31, 2023 | 120,942,987 | ||||
Balance, amount at Mar. 31, 2023 | (605,873) | $ 12,094 | 4,378,213 | (4,976,180) | (20,000) |
Net Loss | (14,096) | $ 0 | 0 | (14,096) | 0 |
Balance, shares at Jun. 30, 2023 | 120,942,987 | ||||
Balance, amount at Jun. 30, 2023 | $ (619,969) | $ 12,094 | $ 4,378,213 | $ (4,990,276) | $ (20,000) |
STATEMENTS OF CASH FLOWS - (UNA
STATEMENTS OF CASH FLOWS - (UNAUDITED) - USD ($) | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (95,778) | $ (87,672) |
Changes in operating assets and liabilities: | ||
Accounts payable | (113,124) | 0 |
Accrued interest payable | 13,207 | 4,640 |
Net Cash flows from operating activities | (195,695) | (83,032) |
Repayments to related party | 0 | (130,000) |
Proceeds from note payable to related party | 200,000 | 180,000 |
Net Cash flows from financing activities | 200,000 | 50,000 |
Net Increase (Decrease) in Cash | 4,305 | (33,032) |
Cash at the beginning of year | 246 | 38,227 |
Cash at the end of the year | 4,551 | 5,245 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
Business
Business | 9 Months Ended |
Jun. 30, 2023 | |
Business | |
Business | 1. Business: Our Business: Kingfish Holding Corporation (the “Company”) was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc. It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation. The primary business of the Company is to seek a suitable private company acquisition. The Company has not been engaged in any other business activity. On October 28, 2022, the Company and Renovo Resource Solutions, Inc., a Florida corporation (“Renovo”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), pursuant to which Renovo will be merged with and into the Company (the “Merger”), with the Company being the legal successor or surviving corporation in the Merger. Consummation of the Merger is subject to a number of conditions, including among others approval of the Merger Agreement by Renovo’s stockholders, the Company shall have been approved as a Secondary Metals Recycler under Section 538.25 of the Florida Statutes to be effective immediately following the closing of the Merger, and the satisfaction of certain other customary closing conditions. On March 31, 2023, the parties entered into a First Amendment to the Merger Agreement (“First Amendment”) which amended the Original Merger Agreement to, among other things, extend the date for the closing of the Merger and to revise certain other provisions relating to a delay in the receipt of Renovo’s audited financial statements required as a condition for closing. Subsequent to the date of the First Amendment, the Company was advised by the shareholders of Renovo (“Renovo Owners”) that, as the sole equity holders of 6 LLC, a Florida limited liability company owned and controlled by the shareholders of Renovo and which owns the buildings and property (“Property”) on which Renovo conducts its operations (“6 LLC”), that compliance by Renovo that it acquire 6 LLC prior to the Merger (“Acquisition Condition”) would have unanticipated material adverse tax consequences to the Renovo Owners. As a result of the foregoing, the parties currently are negotiating a Second Amendment to the Agreement and Plan of Merger (“Second Amendment”) which would potentially amend the Original Merger Agreement and the First Amendment to, among other things, (a) eliminate the Acquisition Condition, (b) add conditions that (i) 6 LLC enter into a lease agreement with Renovo (to be assumed by the Company following the Merger) for the Property on terms satisfactory to the Company and (ii) 6 LLC grant the Company with an exclusive option to purchase 6 LLC for a period of five (5) years following the closing of the Merger, and (c) further extend the Outside Termination Date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies: Basis of presentation: The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company. Use of estimates: The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash: Cash is maintained at a financial institution and, at times, the balance may exceed federally insured limits. The Company has never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and the Company’s cash balance did not exceed such coverage on June 30, 2023. For purpose of the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash. Fair Value of Financial Instruments: The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Management does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments in the management of the Company's foreign exchange, commodity price or interest rate market risks. The Financial Accounting Standards Board (“FASB”) Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Revenue Recognition: The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of our revenue from services. Revenue is recognized when the following criteria are met: · identification of the contract, or contracts, with the customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy the performance obligation. Income Taxes: Deferred taxes are provided on the asset and 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. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. 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. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses. Net income (loss) per share: Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. At June 30, 2023 and 2022, convertible notes payable to related party of $90,000 can potentially convert into 90,000 shares of common stock. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive at June 30, 2023 and 2022. |
Going Concern
Going Concern | 9 Months Ended |
Jun. 30, 2023 | |
Going Concern | |
Going Concern | 3. Going Concern: As reflected in the Company’s financial statements, the Company has a retained deficit of $4,990,276 and $4,894,498 as of June 30, 2023 and September 30, 2022, respectively. The Company used cash of $195,695 and $83,032 in operating activities during the nine months ended June 30, 2023 and 2022, respectively. The Company has a working capital deficiency of $349,969 at June 30, 2023 that is insufficient in management‘s view to sustain current levels of operations for a reasonable period without additional financing. These trends and conditions continue to raise substantial doubt surrounding the Company’s ability to continue as a going concern for a reasonable period. Ultimately, the Company’s ability to continue as a going concern is dependent upon management’s ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. There can be no assurance that management will be successful in achieving these objectives or obtaining financing under terms and conditions that are suitable. The accompanying financial statements do not include any adjustments associated with these uncertainties. |
Convertible Notes Payable to Re
Convertible Notes Payable to Related Party | 9 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable to Related Party | |
Convertible Notes Payable to Related Party | 4. Convertible Notes Payable to Related Party: The Company entered into a convertible note with a director for $20,000 effective December 7, 2015. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest were due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. The Company entered into a convertible note with a director for $20,000 effective March 3, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest were due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. The Company entered into a convertible note with a director for $30,000 effective July 11, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest were due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. The Company entered into a convertible note with a director for $20,000 effective September 19, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest were due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. |
Notes Payable to Related Party
Notes Payable to Related Party | 9 Months Ended |
Jun. 30, 2023 | |
Notes Payable to Related Party | |
Notes Payable to Related Party | 5. Note Payable to Related Party: The Company entered into a note with Mr. Toomey, a director, for $130,000 effective February 1, 2021. The note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2023. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. The Company entered into a note with Mr. Toomey, a director, for $50,000 effective March 7, 2022. The note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on December 31, 2024. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. Pursuant to the terms of the Original Merger Agreement, Renovo loaned $200,000 in principal amount to the Company on October 28, 2022 (the “Renovo Loan”). The Renovo Loan is evidenced by a promissory note dated October 22, 2022 issued by the Company to Renovo. The Renovo Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 6% per annum and the note matures on October 28, 2024. No payments of principal or interest are due prior to the maturity date and on such date all such amounts are payable in full. The Company may prepay the amounts owed under the Renovo Promissory Note at any time without any prepayment penalties. In the event of a default by the Company under the Renovo Promissory Note, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable under the Renovo Promissory Note shall become immediately due and payable without notice, declaration, or other act on the part of the Renovo. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Jun. 30, 2023 | |
Preferred Stock | |
Preferred Stock | 6. Preferred Stock: The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The terms of the preferred stock have not been approved. As of June 30, 2023 and September 30, 2022, there was no Preferred Stock issued and outstanding. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | 7. Income Taxes: The Company's provision (benefit) for income taxes was as follows: 6/30/2023 9/30/2022 Current Federal $ - $ - State - - Foreign - - - - Deferred Federal (20,114 ) (35,462 ) State (2,873 ) (4,885 ) Total $ (22,987 ) $ (40,347 ) The income tax provision differs from the amount of tax determined by applying the Federal statutory rate as follows: 6/30/2023 9/30/2022 Income tax provision at statutory rate: $ (22,987 ) $ (40,347 ) Increase (decrease) in income tax due to: Change in Valuation Allowance 22,987 40,347 $ - $ - Net deferred tax assets and liabilities were comprised of the following: 6/30/2023 9/30/2022 Long-term deferred tax assets (liabilities) Net Operating Loss $ 675,587 $ 652,600 Valuation Allowance (675,587 ) (652,600 ) $ - $ - The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related tax deferred assets will be recognized when management considers realization of such amounts to be more likely than not. The Company’s earliest tax year that remains subject to examination by all tax jurisdictions was September 30, 2016. |
Rescission Liability
Rescission Liability | 9 Months Ended |
Jun. 30, 2023 | |
Rescission Liability | |
Rescission Liability | 8. Rescission Liability: On November 20, 2009, the Company issued 2,000,000 shares of its common stock to pay for services valued at $20,000. The issuance of these shares was declared invalid by the court since they were issued by prior management who did not have the authority to do so since they were validly removed on November 16, 2009. These shares remained outstanding at June 30, 2023 and will be returned to the Company’s transfer agent upon locating the holder of these shares. |
Recent Accounting Pronouncement
Recent Accounting Pronouncement | 9 Months Ended |
Jun. 30, 2023 | |
Recent Accounting Pronouncement | |
Recent Accounting Pronouncement | 9. Recent Accounting Pronouncements: Recent pronouncements issued by the FASB, the American Institute of Certified Public Accountants (“AICPA”) and the SEC did not have a material impact of the Company’s present or future financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and contingencies (Note 10) | |
Commitments and Contingencies | 10. Commitments and Contingencies: During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies.” The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of June 30, 2023 and the date the statements are available for use, the Company is not aware of any contingent liabilities that should be reflected in the financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events: In accordance with ASC 855, “ Subsequent Events |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company. |
Use of estimates | The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash | Cash is maintained at a financial institution and, at times, the balance may exceed federally insured limits. The Company has never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution and the Company’s cash balance did not exceed such coverage on June 30, 2023. For purpose of the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash. |
Fair Value of Financial Instruments | The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Management does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments in the management of the Company's foreign exchange, commodity price or interest rate market risks. The Financial Accounting Standards Board (“FASB”) Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Revenue Recognition | The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of our revenue from services. Revenue is recognized when the following criteria are met: · identification of the contract, or contracts, with the customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy the performance obligation. |
Income Taxes | Deferred taxes are provided on the asset and 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. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. 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. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses. |
Net income (loss) per share | Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the Treasury Stock Method. Potentially dilutive securities include convertible financial instruments. At June 30, 2023 and 2022, convertible notes payable to related party of $90,000 can potentially convert into 90,000 shares of common stock. These shares have been excluded from the diluted net loss per share calculations because the effect of including them would be anti-dilutive at June 30, 2023 and 2022. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Schedule Of Income Tax Domestic And Foreign | 6/30/2023 9/30/2022 Current Federal $ - $ - State - - Foreign - - - - Deferred Federal (20,114 ) (35,462 ) State (2,873 ) (4,885 ) Total $ (22,987 ) $ (40,347 ) |
Components Of Income Tax Expense | 6/30/2023 9/30/2022 Income tax provision at statutory rate: $ (22,987 ) $ (40,347 ) Increase (decrease) in income tax due to: Change in Valuation Allowance 22,987 40,347 $ - $ - |
Schedule Of Deferred Tax Assets And Liabilities | 6/30/2023 9/30/2022 Long-term deferred tax assets (liabilities) Net Operating Loss $ 675,587 $ 652,600 Valuation Allowance (675,587 ) (652,600 ) $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Summary of Significant Accounting Policies | ||
Convertible notes payable related party | $ 90,000 | $ 90,000 |
FDIC insurance limit | $ 250,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Going Concern | |||
Accumulated deficit | $ (4,990,276) | $ (4,894,498) | |
Net Cash flows used by operating activities | (195,695) | $ (83,032) | |
Working Capital Deficiency | $ 349,969 |
Convertible Notes Payable to _2
Convertible Notes Payable to Related Party (Details Narrative) - USD ($) | Sep. 19, 2016 | Jul. 11, 2016 | Mar. 03, 2016 | Dec. 07, 2015 |
Convertible Notes Payable to Related Party | ||||
Interest rate | 3.50% | 3.50% | 3.50% | 3.50% |
Convertible Debt | $ 20,000 | $ 30,000 | $ 20,000 | $ 20,000 |
Conversion price per share | $ 1 | $ 1 | $ 1 | $ 1 |
Note Payable to Related Party (
Note Payable to Related Party (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | |
Feb. 01, 2021 | Mar. 07, 2022 | Oct. 28, 2022 | |
Renovo Loan [Member] | |||
Note payable to related party | $ 200,000 | ||
Interest rate | 6% | ||
Mr Toomey [Member] | |||
Note payable to related party | $ 130,000 | $ 50,000 | |
Interest rate | 2% | 2% | |
Maturity extension, interest rate | 5% | 5% | |
Debt Instrument Maturity Date | Dec. 31, 2023 | Dec. 31, 2024 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - shares | Jun. 30, 2023 | Sep. 30, 2022 |
Preferred Stock | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Deferred | ||
Federal | (20,114) | (35,462) |
State | (2,873) | (4,885) |
Total | $ (22,987) | $ (40,347) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||
Income tax provision at statutory rate: | $ (22,987) | $ (40,347) |
Increase (decrease) in income tax due to: | ||
Change in Valuation Allowance | 22,987 | 40,347 |
Federal statutary rate | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Long-term deferred tax assets (liabilities) | ||
Net Operating Loss | $ 675,587 | $ 652,600 |
Valuation allowance | 675,587 | 652,600 |
Net deferred tax assets (Libilities) | $ 0 | $ 0 |
Rescission Liability (Details N
Rescission Liability (Details Narrative) | 1 Months Ended |
Nov. 20, 2009 USD ($) shares | |
Rescission Liability | |
Stock issued for services, shares | shares | 2,000,000 |
Stock issued for services, value | $ | $ 20,000 |