Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | PhoneBrasil Internetional Inc | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 29,034,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001407573 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | NJ | |
Entity File Number | 33-148545 | |
Entity Address, Address Line One | 3001 PGA Boulevard | |
Entity Address, Address Line Two | Suite 305 | |
Entity Address, City or Town | Palm Beach Gardens | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33410 | |
City Area Code | (609) | |
Local Phone Number | 433-6711 | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 00-0000000 | |
Title of 12(b) Security | Common Stock, $0.000001 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Total Assets | ||
Current Liabilities: | ||
Notes payable - related party | 17,550 | |
Total Current Liabilities | 17,550 | |
Total Liabilities | 17,550 | |
Stockholders’ Deficit: | ||
Series A Convertible Preferred Stock, $0.000001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 300 | 300 |
Common stock, $0.000001 par value 300,000,000, shares authorized, 29,034,000 shares issued and outstanding as of June 30, 2021 and December 31, 2019, respectively | 18 | 18 |
Additional paid in capital | 277,043 | 277,043 |
Accumulated deficit | (294,911) | (277,361) |
Total Stockholders’ Deficit | (17,550) | |
Total Liabilities and Stockholders’ Deficit |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A Convertible Preferred Stock, par value (in Dollars per share) | $ 0.000001 | $ 0.000001 |
Series A Convertible Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Series A Convertible Preferred Stock, shares issued | 10,000,000 | 10,000,000 |
Series A Convertible Preferred Stock, shares outstanding | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 29,034,000 | 29,034,000 |
Common stock, shares outstanding | 29,034,000 | 29,034,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
Administrative expense - related party | 3,900 | 22,465 | $ 17,550 | $ 24,607 |
Total operating expenses | 3,900 | 22,465 | 17,550 | 24,607 |
Operating loss | (3,900) | (22,465) | (17,550) | (24,607) |
Other income (expense) | ||||
Other income (expense) | ||||
Total other income (expense) | ||||
Net loss | $ (3,900) | $ (22,465) | $ (17,550) | $ (24,607) |
Weighted average number of shares outstanding | ||||
Basic and diluted (in Shares) | 11,034,000 | 11,034,000 | 29,034,000 | 11,034,000 |
Net loss per share | ||||
Basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows used in operating activities | ||||
Net loss | $ (3,900) | $ (22,465) | $ (17,550) | $ (24,607) |
Changes in assets and liabilities | ||||
Accounts payable and accrued expenses | (5,575) | |||
Net cash used in operating activities | (17,550) | (30,182) | ||
Cash flows used in investing activities | ||||
Net cash used in investing activities | ||||
Cash flows provided by financing activities | ||||
Proceeds from related party loans | 17,550 | 30,182 | ||
Net cash provided by financing activities | 17,550 | 30,182 | ||
Net increase (decrease) in cash | ||||
Cash, beginning of period | ||||
Cash, end of period | ||||
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | ||||
Cash paid for taxes |
Statements of Stockholders Defi
Statements of Stockholders Deficit (Unaudited) - USD ($) | Preferred Stock-Series A ConvertiblePreferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ (13,075) | $ (13,075) | |||
Balance (in Shares) at Dec. 31, 2019 | 11,034,000 | ||||
Net loss | (2,142) | (2,142) | |||
Balance at Mar. 31, 2020 | (15,217) | (15,217) | |||
Balance (in Shares) at Mar. 31, 2020 | 11,034,000 | ||||
Net loss | (22,465) | (22,465) | |||
Balance at Jun. 30, 2020 | (37,682) | (37,682) | |||
Balance (in Shares) at Jun. 30, 2020 | 11,034,000 | ||||
Balance at Dec. 31, 2020 | $ 300 | $ 18 | 277,043 | (277,361) | |
Balance (in Shares) at Dec. 31, 2020 | 10,000,000 | 29,034,000 | |||
Net loss | (13,650) | (13,650) | |||
Balance at Mar. 31, 2021 | $ 300 | $ 18 | 277,043 | (291,011) | (13,650) |
Balance (in Shares) at Mar. 31, 2021 | 10,000,000 | 29,034,000 | |||
Net loss | (3,900) | (3,900) | |||
Balance at Jun. 30, 2021 | $ 300 | $ 18 | $ 277,043 | $ (294,911) | $ (17,550) |
Balance (in Shares) at Jun. 30, 2021 | 10,000,000 | 29,034,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS PhoneBrasil International, Inc. f/k/a Utz Technologies, Inc. (the “Company”, or “PhoneBrasil”) was organized in New Jersey as Donald Utz Engineering, Inc. in 1991. In April of 1991, the Company changed its name to Utz Engineering, Inc. In March 2002, the Company changed its name to Utz Technologies, Inc. The Company changed its name to PhoneBrasil International, Inc. and further filed a Registration of Alternate Name in the State of New Jersey for the use of the name PhoneBrasil International, Inc. (“we” or the “Company”). We were a development stage company engaged in the telecommunications industry. On April 20, 2007, with a new management team in place, the Board of Directors, in furtherance of its plan designed to grow the Company substantially, and materially change the business direction of the Company, took the following action: 1. Elected to divest the Company of its then-current business activities by selling, in consideration of the assumption of all indebtedness and relief of obligations under executory contracts, all of its business assets; 2. Agreed to acquire all of the capital shares of PhoneBrasil Telephonia Voipdigital, Inc., in exchange for 6,000,000 shares of the Company’s capital stock; and 3. Agreed, subject to Shareholder approval, to change the Company’s name to PhoneBrasil International Inc. On February 14, 2020, the Superior Court of New Jersey Equity Division appointed Custodian Ventures, LLC as the custodian for PhoneBrasil International, Inc., f/k/a Utz Technologies, Inc., Civil Action No. C-2-20, finding that Custodian Ventures, LLC had exhausted all reasonable means of serving the Summons and Complaint in the action to the officers and directors of PhoneBrasil International, Inc., f/k/a Utz Technologies, Inc., and thereby deemed to have served the Summons and Complaint pursuant to Rule 4:4-4(b)(3) and the officers and directors failed to answer or respond in the time allotted by Rule 1:20-6.2. There was no opposition. On September 30, 2020, the Company filed a Restated Certificate of Incorporation which increased the authorized shares to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock each with a par value of $0.000001 per share. The preferred shares are convertible to common shares at a ratio of 30 to 1. The increase in the shares the Company is authorized to issue was made because Management believed that it would better position the Company in its efforts to make acquisitions of viable business entities on a stock for stock basis. The Board of Directors further believed it would benefit the shareholders to have a substantial number of unreserved shares available for issuance so that adequate shares may be available for the possible business combination or acquisition. On September 15, 2020, the Company issued 18,000,000 shares of $0.00001 par value common stock to Custodian Ventures, LLC in return for a reduction of $5,000 of the interest-free demand loans issued to the Company by Custodian Ventures, LLC. On October 5, 2020, the Company issued 10,000,000 shares of Series A Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company. Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Convertible Preferred Stock of the Company, for a total purchase price of $245,000 in cash. The funds were provided by the Buyer’s members. The shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020 (the “SPA”), by and among the Seller, the Buyer, and David Lazar, then Chief Executive Officer of the Company and managing director of Custodian Ventures, LLC. Additionally, under the terms of the SPA, Mr. Lazar forgave $41,229 in related-party loans. As a result of the transaction, Mr. Ross DiMaggio, the manager of the Buyer, acquired control of the Company. Under the terms of the SPA, effective December 9, 2020, Mr. Lazar resigned as the Chief Executive Officer, Treasurer, and Secretary of the Company, and Mr. DiMaggio was appointed as the sole director, Chief Executive Officer, Treasurer, and Secretary of the Company. Based on information currently available the Company never commenced operating activities. The Company’s accounting year-end is December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 16, 2021 with the SEC. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of June 30, 2021, the Company had no cash and an accumulated deficit of $(294,911). Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans from related parties. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2021, and December 31, 2020, the Company’s cash equivalents totaled $-0- and $-0- respectively. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements There are no recent accounting pronouncements that impact the Company’s operations. COVID-19 Update To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information. |
Notes Payable-Related Party
Notes Payable-Related Party | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE-RELATED PARTY | NOTE 3 – NOTES PAYABLE-RELATED PARTY As of June 30, 2021 and December 31, 2020 the balances of notes payable related party were $17,550 and $-0- respectively. These interest free demand loans were extended to the Company by DR Shell, an entity controlled by Ross DiMaggio, the CEO of the Company. As a result, Mr. Ross DiMaggio, the manager of DR Shell, acquired control of the Company. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 4 – EQUITY Common Stock The Company has authorized 300,000,000 shares of $0.000001 par value, common stock. As of June 30, 2021, and December 31, 2020, there were 29,034,000 shares of Common Stock issued and outstanding, respectively. The Company did not issue any common shares in 2019. On September 15, 2020, the Company issued 18,000,000 shares of $0.000001 par value common stock to Custodian Ventures, LLC in return for a reduction of $5,000 of the interest-free demand loans issued to the Company by Custodian Ventures, LLC. Due to the thinly traded nature of the Company’s common stock trading under the “PHBR”, these shares were valued at $5,000. Preferred Stock The Company has authorized 10,000,000 shares of Convertible Preferred Stock (the “Preferred Stock”) at a par value of $0.000001. As of June 30, 2021, and December 31, 2020, there were 10,000,000 and -0- shares outstanding, respectively. Each share of the Preferred Stock convertible to common stock at a ratio of 30 to 1. On October 5, 2020, the issued 10,000,000 shares of Preferred Stock to Custodian Ventures, LLC in return for a reduction of $10,000 of related party debt that had been extended to the Company. These shares were valued at $231,132. The Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the respective Holders decide to convert all or such number of shares of Preferred Stock as each Holder shall determine. The Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, (i) senior to all classes or series of the Corporation’s Common Stock and to all other equity securities issued by the Corporation other than equity securities referred to in clauses (ii) and (iii) of this Section 3; (ii) on parity with all equity securities issued by the Corporation with terms specifically providing that those equity securities rank on parity with the Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; (iii) junior to all equity securities issued by the Corporation with terms specifically providing that those equity securities rank senior to the Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iv) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or Preferred Stock) of the Corporation and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Corporation. The term “equity securities” shall not include convertible debt securities. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the Holders of shares of Preferred Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its shareholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets, is made to holders of Common Stock or any other class or series of capital stock of the Corporation that it may issue that ranks junior to the Preferred Stock as to liquidation rights. The liquidation preference shall be proportionately adjusted in the event of a stock split, stock combination, or similar event so that the aggregate liquidation preference allocable to all outstanding shares of Preferred Stock immediately prior to such event is the same immediately after giving effect to such event. Change of Control Effective December 9, 2020, DR Shell LLC, a Delaware limited liability company purchased from Custodian Ventures LLC, 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Preferred Stock of the Company, for a total purchase price of $245,000 in cash. This transaction had no impact on the Company’s financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES The Company did not have any contractual commitments as of June 30, 2021 and 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On July 23, 2021, the Company obtained the written consent of DR Shell LLC, the holder of approximately 62% of the Company’s outstanding common stock, to (i) ratify and approve certain prior amendments to the Company’s Certificate of Incorporation filed with the New Jersey Secretary of State or the Department of the Treasury, as applicable, between March 1991 and September 30, 2020, and (ii) approve an Amended and Restated Certificate of Incorporation of the Company to, among other things, (A) increase the Company’s authorized common stock from 300,000,000 shares to 1,650,000,000 shares, (B) ratify to the extent necessary and give the required notice to non-consenting shareholders of the September 30, 2020 Restated Certificate of Incorporation and (C) clarify the ambiguities in the Certificate of Incorporation. The Company intends to file the Amended and Restated Certificate of Incorporation as soon as possible on or after August 26, 2021 which is more than 20 calendar days after the mailing of the Information Statement on Schedule 14-C describing the foregoing actions by the majority shareholder. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP |
Management’s Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 16, 2021 with the SEC. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of June 30, 2021, the Company had no cash and an accumulated deficit of $(294,911). Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans from related parties. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2021, and December 31, 2020, the Company’s cash equivalents totaled $-0- and $-0- respectively. |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recent accounting pronouncements that impact the Company’s operations. COVID-19 Update To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information. |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Dec. 09, 2020 | Oct. 05, 2020 | Sep. 30, 2020 | Sep. 15, 2020 | Apr. 20, 2007 | Jun. 30, 2021 |
Organization and Description of Business (Details) [Line Items] | ||||||
Description of purchase price | DR Shell LLC, a Delaware limited liability company (the “Buyer”) purchased from Custodian Ventures LLC, 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Convertible Preferred Stock of the Company, for a total purchase price of $245,000 in cash. The funds were provided by the Buyer’s members. The shares were acquired pursuant to a Stock Purchase Agreement, dated December 9, 2020 (the “SPA”), by and among the Seller, the Buyer, and David Lazar, then Chief Executive Officer of the Company and managing director of Custodian Ventures, LLC. Additionally, under the terms of the SPA, Mr. Lazar forgave $41,229 in related-party loans. | |||||
Business Combination [Member] | ||||||
Organization and Description of Business (Details) [Line Items] | ||||||
Acquisition of capital shares | 6,000,000 | |||||
Common stock [Member] | ||||||
Organization and Description of Business (Details) [Line Items] | ||||||
Increase in authorized shares | 300,000,000 | |||||
Description of conversion of shares | The preferred shares are convertible to common shares at a ratio of 30 to 1. | |||||
Common stock [Member] | Custodian Ventures, LLC [Member] | ||||||
Organization and Description of Business (Details) [Line Items] | ||||||
Issuance of common stock shares | 18,000,000 | |||||
Par value of common stock (in Dollars per share) | $ 0.00001 | |||||
Issuance of common stock value (in Dollars) | $ 5,000 | |||||
Preferred Stock [Member] | ||||||
Organization and Description of Business (Details) [Line Items] | ||||||
Increase in authorized shares | 10,000,000 | |||||
Preferred stock par value (in Dollars per share) | $ 0.000001 | |||||
Series A Preferred Stock [Member] | ||||||
Organization and Description of Business (Details) [Line Items] | ||||||
Preferred stock par value (in Dollars per share) | $ 0.000001 | |||||
Series A Preferred Stock [Member] | Custodian Ventures, LLC [Member] | ||||||
Organization and Description of Business (Details) [Line Items] | ||||||
Preferred stock issued to reduced related party debt (in Shares) | 10,000,000 | |||||
Reduction on related parties (in Dollars) | $ 10,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (294,911) | $ (277,361) |
Cash equivalents totaled | $ 0 | $ 0 |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Notes payable related party | $ 17,550 | $ 0 |
Equity (Details)
Equity (Details) - USD ($) | Dec. 09, 2020 | Oct. 05, 2020 | Sep. 15, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.000001 | $ 0.000001 | |||
Common stock, shares outstanding | 29,034,000 | 29,034,000 | |||
Common stock, shares issued | 29,034,000 | 29,034,000 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 | |||
Common Stock [Member] | Custodian Ventures, LLC [Member] | |||||
Equity (Details) [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.000001 | ||||
Issuance of common stock shares | 18,000,000 | ||||
Issuance of common stock value (in Dollars) | $ 5,000 | ||||
Trading value (in Dollars) | $ 5,000 | ||||
Series A Preferred Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.000001 | ||||
Preferred stock, shares outstanding | 10,000,000 | ||||
Description of conversion of shares | the Preferred Stock convertible to common stock at a ratio of 30 to 1. | ||||
Description of purchase price | DR Shell LLC, a Delaware limited liability company purchased from Custodian Ventures LLC, 18,000,000 shares of the common stock of the Company, representing approximately 62% of the outstanding Common Stock of the Company, and (ii) 10,000,000 shares of Preferred Stock of the Company, for a total purchase price of $245,000 in cash. This transaction had no impact on the Company’s financial statements. | ||||
Series A Preferred Stock [Member] | Custodian Ventures, LLC [Member] | |||||
Equity (Details) [Line Items] | |||||
Issuance of shares | 10,000,000 | ||||
Preferred stock issued to reduced related party debt (in Dollars) | $ 10,000 | ||||
Shares value (in Dollars) | $ 231,132 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Jul. 23, 2021 | |
Subsequent Events [Abstract] | |
Certificate of incorporation description | On July 23, 2021, the Company obtained the written consent of DR Shell LLC, the holder of approximately 62% of the Company’s outstanding common stock, to (i) ratify and approve certain prior amendments to the Company’s Certificate of Incorporation filed with the New Jersey Secretary of State or the Department of the Treasury, as applicable, between March 1991 and September 30, 2020, and (ii) approve an Amended and Restated Certificate of Incorporation of the Company to, among other things, (A) increase the Company’s authorized common stock from 300,000,000 shares to 1,650,000,000 shares, (B) ratify to the extent necessary and give the required notice to non-consenting shareholders of the September 30, 2020 Restated Certificate of Incorporation and (C) clarify the ambiguities in the Certificate of Incorporation. |
Written consent percentage | 62.00% |