Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Feb. 18, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | THE HEALING COMPANY INC. | |
Entity Central Index Key | 0001441082 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 44,000,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-152805 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 26-2862618 | |
Entity Address Address Line 1 | 11th Floor | |
Entity Address Address Line 2 | Ten Grand Street | |
Entity Address City Or Town | Brooklyn | |
Entity Address State Or Province | NY | |
Entity Address Postal Zip Code | 11249 | |
City Area Code | 866 | |
Amendment Description | The Healing Company Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate its financial statements as filed in its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Quarterly Report”). | |
Local Phone Number | 241-0670 | |
Security 12b Title | Common Stock | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
Total Current Assets | 0 | 0 |
Total Assets | 0 | 0 |
Current Liabilities | ||
Accounts payable and accrued expenses | 222,740 | 79,110 |
Accounts Payable and accrued expenses - related party | 60,000 | 0 |
Advances Payable - related parties | 595,760 | 203,615 |
Total Current Liabilities | 878,500 | 282,725 |
Total Liabilities | 878,500 | 282,725 |
Stockholders' Deficit | ||
Common Shares - 300,000,000 authorized, $0.001 par value, 44,000,000 shares issued and outstanding | 44,000 | 44,000 |
Additional Paid in Capital | 0 | 0 |
Accumulated Deficit | (922,500) | (326,725) |
Total Stockholders' Deficit | (878,500) | (282,725) |
Total Liabilities and Stockholders' Deficit | $ 0 | $ 0 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
Condensed Balance Sheets | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 44,000,000 | 44,000,000 |
Common stock, shares outstanding | 44,000,000 | 44,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Statements of Operations (Unaudited) | ||
Sales | $ 0 | $ 0 |
Operating expenses | ||
General and Administrative | 6,136 | 2,512 |
Professional and Consulting fees | 589,639 | 2,478 |
Total operating expenses | 595,775 | 4,990 |
(Loss) from Operations before income taxes | (595,775) | (4,990) |
Provisions for income taxes | 0 | 0 |
Net (loss) | $ (595,775) | $ (4,990) |
Basic and Diluted Loss Per Common Share | $ (0.01) | $ 0 |
Weighted average number of common shares used in per share calculations | 44,000,000 | 44,000,000 |
Condensed Statements of Stockho
Condensed Statements of Stockholders Deficit (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Jun. 30, 2020 | 44,000,000 | |||
Balance, amount at Jun. 30, 2020 | $ (169,378) | $ 44,000 | $ 0 | $ (213,378) |
Loss for the period | (4,990) | $ 0 | 0 | (4,990) |
Balance, shares at Sep. 30, 2020 | 44,000,000 | |||
Balance, amount at Sep. 30, 2020 | (174,368) | $ 44,000 | 0 | (218,368) |
Balance, shares at Jun. 30, 2021 | 44,000,000 | |||
Balance, amount at Jun. 30, 2021 | (282,725) | $ 44,000 | 0 | (326,725) |
Loss for the period | (595,775) | $ 0 | 0 | (595,775) |
Balance, shares at Sep. 30, 2021 | 44,000,000 | |||
Balance, amount at Sep. 30, 2021 | $ (878,500) | $ 44,000 | $ 0 | $ (922,500) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | $ (595,775) | $ (4,990) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Accounts payable and accrued expenses | 143,630 | (5,532) |
Accounts payable and accrued expenses - related party | 60,000 | 10,000 |
Net Cash provided by (used in) operating activities | (392,145) | (522) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advances payable - related parties | 392,145 | 0 |
Cash provided by financing activities | 392,145 | 0 |
INCREASE (DECREASE) IN CASH | 0 | (522) |
CASH AT BEGINNING OF YEAR | 0 | 1,347 |
CASH AT END OF PERIOD | 0 | 825 |
Interest Paid | 0 | 0 |
Taxes Paid | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS HISTORY
DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS AND HISTORY – Historical Information The Healing Company Inc. (formerly Lake Forest Minerals Inc.), a Nevada corporation, (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on June 23, 2008. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties of merit. Commencing in February 22, 2010, our purpose has been to serve as a vehicle to acquire an operating business. As of the date of this report, we are currently considered a “shell” company in as much as we are not generating revenues and do not own an operating business. Current Information During January 2021, our then sole officer and director, Mr. Jeffrey Taylor sold his 32,000,000 shares of common stock of the Company, representing 73% of the issued and outstanding shares, to certain third parties in a series of private transactions for cash consideration of $300,000. Concurrently Mr. Taylor resigned all positions and Mr. Larson Elmore was appointed to fill ensuing vacancies. In cooperation with the new majority shareholders, the Company determined to redefine its acquisition objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale. In that regard, management has identified various targets which are currently undergoing due diligence review. On April 29, 2021, the sole director and our majority shareholder approved a name change of our Company from Lake Forest Minerals Inc. to The Healing Company Inc. Concurrently the board and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Upon effectiveness of the forward split, our authorized capital will be 300,000,000 shares of common stock and our issued and outstanding shares of common stock will increase from 11,000,000 to 44,000,000 shares of common stock, all with a par value of $0.001. The Certificate of Amendment to effect the forward split and the change of name was filed with the Nevada Secretary of State on April 29, 2021. The name change and forward stock split were subsequently reviewed and approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021. The impact of the forward split has been retroactively applied to all share and per share information contained herein. All adjustments necessary for fair statement of the results for the periods have been made and all adjustments are of a normal recurring nature. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three months ended September 30, 2021, should be read in conjunction with the financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the SEC. USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost. NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date. CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. FINANCIAL INSTRUMENTS - The carrying amounts of the company's financial instruments including accounts payable and due from related parties approximate fair value due to the relative short period for maturity these instruments. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of Accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that they are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3. GOING CONCERN | NOTE 3- GOING CONCERN The Company has incurred cumulative net losses of $922,500 for the period from June 23, 2008 (Date of Inception) through September 30, 2021 and has commenced limited operations, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of this filing. Management’s plans include seeking additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. COVID-19 Pandemic In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. |
RESTATEMENT
RESTATEMENT | 3 Months Ended |
Sep. 30, 2021 | |
NOTE 4. RESTATEMENT | NOTE 4. RESTATEMENT During the six months ended December 31, 2021 the Company made various additions to its managements team and retained various consultants to assists with the implementation of its new business focus. Subsequent to the issuance of the original financial reports for three month periods ended September 30, 2021 and 2020, the Company became aware there were a number of expenses, advances, invoices and agreements that included services rendered and expenses incurred during the quarter ended September 30, 2021 which were received subsequent to the publication date, and had not been reflected in the Company’s financial statements. The majority of these additional expenditures related to professional and consulting fees paid by way of advances from shareholders (see Note 5). Management reviewed the data and determined that by expenses incurred for services provided during the quarter ended September 30, 2021 were material and required a restatement of the September 30, 2021 financial statements in order to properly reflects the operations of the Company during the period covered by that report. As a result, the Company has restated its financial statements for the three months ended September 30, 2021 to reflect the addition of $572,448 to current period losses in order to record increases to general and administrative expenses of $1,526 and professional and consulting fees of $570,922. The following tables summarize the effects of the adjustments described above. Line items on the restated condensed financial statements of balance sheets and restated condensed statements of changes in stockholders’ equity: As at September 30, 2021 Adjustment As at September 30, 2021 (restated) Accounts payable and accrued expenses $ 78,124 $ 144,616 $ 222,740 Accounts payable and accrued expenses – related party - 60,000 60,000 Advances payable/due to related parties $ 227,928 $ 367,832 $ 595,760 Total current liabilities $ 306,052 $ 572,448 $ 878,500 Total Liabilities $ 306,052 $ 572,448 $ 878,500 Accumulated deficit $ (350,052 ) $ (572,448 ) $ (922,500 ) Total Liabilities and Stockholders Deficit $ (306,052 ) $ (572,448 ) $ (878,500 ) Line items on the restated condensed statements of operations: Three Months ended September 30, 2021 Adjustment Three Months ended September 30, 2021 (restated) General and administrative $ 4,610 $ 1,526 $ 6,136 Professional and consulting fees $ 18,717 $ 570,922 $ 589,639 Total operating expenses $ 23,327 $ 572,448 $ 595,575 (Loss) from operations $ (23,327 ) $ (572,448 ) $ (595,575 ) Net loss $ (23,327 ) $ (572,448 ) $ (595,575 ) Line items on the restated condensed statements of cash flow: Three Months ended September 30, 2021 Adjustment Three Months ended September 30, 2021 (restated) Net loss $ (23,327 ) $ (572,448 ) $ (595,775 ) Accounts payable and accrued expenses $ (986 ) $ 144,616 $ 143,630 Accounts payable and accrued expenses, related party $ - $ 60,000 $ 60,000 Advances payable, related parties/due to related parties $ 24,313 $ 367,832 $ 392,145 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5. RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Restated, See Note 4 Astutia Venture Capital AG As of January 2021, the Company had received a total of $173,616 in advances from its previous CEO, Mr. Jeffrey Taylor. On January 25, 2021, all advances made by the previous CEO were assigned to AVCG for $10 as part of a transaction whereunder AVCG also acquired a portion of 32,000,000 shares sold in a series of private transactions by Mr. Taylor for cash proceeds of $300,000. Further, during the fiscal year ended June 30, 2021, the Company received a further $29,999 in unsecured advances from AVCG for operational expenses. During the three months ended September 30, 2021, a minority shareholder of the Company reimbursed AVCG for advances paid, and as at September 30, 2021, the amount due and payable to AVCG totaled $173,616 which is reflected on the balance sheets of the Company as Advances Payable – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. Lee Larson Elmore Effective January 31, 2021, Mr. Jeffrey Taylor resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company and Mr. Lee Larson Elmore was appointed President and sole director On May 1, 2021, Mr. Elmore entered into an agreement with the Company for a six month term ending October 31, 2021 for a monthly fee of $1,000 plus stock compensation of 15,000 shares at $4.00 per share, or the equivalent cash consideration of $60,000, at Mr. Elmore’s election. As at June 30, 2021, Mr. Elmore had received $2,000 and had accrued expenses of $60,000. On July 1, 2021, Mr. Elmore invoiced the Company an additional $4,000 for services provided prior to his formal agreement. During the six months ended September 30, 2021, Mr. Elmore was paid a total of $9,000 in fees, leaving a balance owing at September 30, 2021 to Mr. Elmore of $60,000 (September 30, 2020 – nil). WAOW Advisory Group Gmbh During the fiscal year ended June 30, 2021, WAOW Entrepreneurship Gmbh (“WAOWE”) acquired certain shares of the Company in a series of private transactions with AVCG and Mr. Jeffrey Taylor, our former officer and director. During the three months ended September 30, 2021, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $29,999 and advanced a further $392,146 to the Company. As at September 30, 2021, WAOW was owed a total of $422,145 which amount is reflected on the financial statements as Advances Payable – related parties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2021 | |
NOTE 6. COMMITMENTS AND CONTINGENCIES | NOTE 6 . COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
NOTE 7. STOCKHOLDER'S DEFICIT | NOTE 7. STOCKHOLDER DEFICIT One April 29, 2021, the Company’s board of directors approved a forward stock split of authorized and issued and, outstanding shares of common stock on four (4) new shares for one (1) share held. Upon effectiveness of the forward split, the authorized shares increased to 300,000,000 shares of common stock and the issued and outstanding shares of common stock increased to 44,000,000 shares of common stock, all with a par value of $0.001. The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 as such all capital transaction have been retroactively restated to show the effect of the stock split. Common Stock The Company did not issue any shares of common stock during the three months ended September 30, 2021. As at September 30, 2021 and June 30, 2021, the Company has a total of 44,000,000 shares of common stock issued and outstanding. |
OTHER COMMITMENTS
OTHER COMMITMENTS | 3 Months Ended |
Sep. 30, 2021 | |
OTHER COMMITMENTS | |
NOTE 8. OTHER COMMITMENTS | NOTE 8. OTHER COMMITMENTS On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, retroactive to January 1, 2021, Mr. Machaiah is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and shall be granted the right to purchase $37,500 worth of the Company’s common stock based on an exercise price per share equal to the fair market value of the Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s Equity Incentive Plan. The Company is currently in the process of completing the establishment of an equity incentive plan. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 9. SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS The Company’s management has reviewed all material subsequent events through the date these financial statements were originally issued in accordance with ASC 855-10. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three months ended September 30, 2021, should be read in conjunction with the financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the SEC. |
USE OF ESTIMATES | USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
INCOME TAXES | INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. |
REVENUE RECOGNITION | REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost. |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS - The carrying amounts of the company's financial instruments including accounts payable and due from related parties approximate fair value due to the relative short period for maturity these instruments. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of Accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
RECENT ACCOUNTING PRONOUNCEMENTS | The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that they are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Schedule of restated condensed financial statements of balance sheets and condensed statements of changes in stockholders' equity | As at September 30, 2021 Adjustment As at September 30, 2021 (restated) Accounts payable and accrued expenses $ 78,124 $ 144,616 $ 222,740 Accounts payable and accrued expenses – related party - 60,000 60,000 Advances payable/due to related parties $ 227,928 $ 367,832 $ 595,760 Total current liabilities $ 306,052 $ 572,448 $ 878,500 Total Liabilities $ 306,052 $ 572,448 $ 878,500 Accumulated deficit $ (350,052 ) $ (572,448 ) $ (922,500 ) Total Liabilities and Stockholders Deficit $ (306,052 ) $ (572,448 ) $ (878,500 ) |
Schedule of restated condensed statements of operations | Three Months ended September 30, 2021 Adjustment Three Months ended September 30, 2021 (restated) General and administrative $ 4,610 $ 1,526 $ 6,136 Professional and consulting fees $ 18,717 $ 570,922 $ 589,639 Total operating expenses $ 23,327 $ 572,448 $ 595,575 (Loss) from operations $ (23,327 ) $ (572,448 ) $ (595,575 ) Net loss $ (23,327 ) $ (572,448 ) $ (595,575 ) |
Schedule of restated condensed statements of cash flow | Three Months ended September 30, 2021 Adjustment Three Months ended September 30, 2021 (restated) Net loss $ (23,327 ) $ (572,448 ) $ (595,775 ) Accounts payable and accrued expenses $ (986 ) $ 144,616 $ 143,630 Accounts payable and accrued expenses, related party $ - $ 60,000 $ 60,000 Advances payable, related parties/due to related parties $ 24,313 $ 367,832 $ 392,145 |
DESCRIPTION OF BUSINESS HISTO_2
DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 29, 2021 | Jan. 31, 2021 |
Authorized capital Shares | 300,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 44,000,000 | 44,000,000 | ||
Common stock, shares outstanding | 44,000,000 | 44,000,000 | ||
Issued and outstanding shares ownership percentage | 73.00% | |||
Astutia Venture Capital AG [Member] | ||||
Common stock, shares issued | 32,000,000 | |||
Common stock, shares outstanding | 32,000,000 | |||
Cash Consideration | $ 300,000 | |||
Common stock, shares issued and outstanding Acquistions | 32,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 159 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Net (loss) | $ (595,775) | $ (4,990) | |
Going Concern [Member] | |||
Net (loss) | $ (922,500) |
RESTATEMENT (Details Narrative)
RESTATEMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Professional and Consulting fees | $ 589,639 | $ 2,478 |
General and administrative expenses | 6,136 | $ 2,512 |
Adjustment [Member] | ||
Professional and Consulting fees | 570,922 | |
General and administrative expenses | 1,526 | |
Total Comprehensive loss | $ (572,448) |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 |
Accounts payable and accrued expenses | $ 222,740 | $ 79,110 | ||
Accounts Payable and accrued expenses - related party | 60,000 | 0 | ||
Advances Payable - related parties | 595,760 | 203,615 | ||
Total current liabilities | 878,500 | 282,725 | ||
Total Liabilities | 878,500 | 282,725 | ||
Accumulated Deficit | (922,500) | (326,725) | ||
Total stockholders' deficit | (878,500) | $ (282,725) | $ (174,368) | $ (169,378) |
Adjustment [Member] | ||||
Accounts payable and accrued expenses | 144,616 | |||
Accounts Payable and accrued expenses - related party | 60,000 | |||
Advances Payable - related parties | 367,832 | |||
Total current liabilities | 572,448 | |||
Total Liabilities | 572,448 | |||
Accumulated Deficit | (572,448) | |||
Total stockholders' deficit | (572,448) | |||
Previously Reported [Member] | ||||
Accounts payable and accrued expenses | 78,124 | |||
Accounts Payable and accrued expenses - related party | 0 | |||
Advances Payable - related parties | 227,928 | |||
Total current liabilities | 306,052 | |||
Total Liabilities | 306,052 | |||
Accumulated Deficit | (350,052) | |||
Total stockholders' deficit | $ (306,052) |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
General and Administrative | $ 6,136 | $ 2,512 |
Professional and Consulting fees | 589,639 | 2,478 |
Total operating expenses | 595,775 | 4,990 |
(Loss) from operations | (595,575) | |
Net (loss) | (595,775) | $ (4,990) |
Adjustment [Member] | ||
General and Administrative | 1,526 | |
Professional and Consulting fees | 570,922 | |
Total operating expenses | 572,448 | |
(Loss) from operations | (572,448) | |
Net (loss) | (572,448) | |
Previously Reported [Member] | ||
General and Administrative | 4,610 | |
Professional and Consulting fees | 18,717 | |
Total operating expenses | 23,327 | |
(Loss) from operations | (23,327) | |
Net (loss) | $ (23,327) |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net (loss) | $ (595,775) | $ (4,990) |
Accounts payable and accrued expenses | 143,630 | (5,532) |
Accounts payable and accrued expenses - related party | 60,000 | 10,000 |
Advances payable - related parties | 392,145 | $ 0 |
Adjustment [Member] | ||
Net (loss) | (572,448) | |
Accounts payable and accrued expenses | 144,616 | |
Accounts payable and accrued expenses - related party | 60,000 | |
Advances payable - related parties | 367,832 | |
Previously Reported [Member] | ||
Net (loss) | (23,327) | |
Accounts payable and accrued expenses | (986) | |
Accounts payable and accrued expenses - related party | 0 | |
Advances payable - related parties | $ 24,313 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | May 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Oct. 01, 2021 | Jan. 31, 2021 | Jan. 25, 2021 |
Advance from related parties | $ 595,760 | $ 595,760 | $ 203,615 | |||||
Due to related party | $ 392,145 | $ 0 | ||||||
Common stock, shares issued | 44,000,000 | 44,000,000 | 44,000,000 | |||||
Common stock, shares outstanding | 44,000,000 | 44,000,000 | 44,000,000 | |||||
Astutia Venture Capital AG [Member] | ||||||||
Common sotck shares holding | 14,676,192 | |||||||
Advance from related parties | $ 173,616 | $ 173,616 | $ 10 | |||||
Due to related party | $ 29,999 | |||||||
Common stock shares transferred | 17,323,808 | |||||||
Common stock, shares issued | 32,000,000 | |||||||
Common stock, shares outstanding | 32,000,000 | |||||||
Cash consideration | $ 300,000 | |||||||
WAOW Advisory Group Gmbh [Member] | ||||||||
Common sotck shares holding | 2,000,000 | |||||||
Advance from related parties | $ 422,145 | 422,145 | $ 392,146 | |||||
Due to related party | 29,999 | |||||||
Jeffrey Taylor [Member] | ||||||||
Advance from related parties | 173,616 | |||||||
Lee Larson Elmore [Member] | ||||||||
Due to related party | $ 2,000 | 60,000 | $ 0 | |||||
Monthly fee | $ 1,000 | |||||||
Stock compensation | 15,000 | |||||||
Share price per shares | $ 4 | |||||||
Cash consideration | $ 60,000 | |||||||
Accrued expenses | 60,000 | |||||||
Fee | $ 9,000 | |||||||
Lee Larson Elmore [Member] | July 1, 2021 [Member] | ||||||||
Prior period adjustment | $ 4,000 |
STOCKHOLDER DEFICIT (Details Na
STOCKHOLDER DEFICIT (Details Narrative) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 29, 2021 |
Common stock, shares outstanding | 44,000,000 | 44,000,000 | |
Common stock, shares issued | 44,000,000 | 44,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Financial Industry Regulatory Authority [Member] | |||
Common stock, shares outstanding | 44,000,000 | ||
Common stock, shares issued | 44,000,000 | ||
Common stock, par value | $ 0.001 | ||
Common stock, shares authorized | 300,000,000 |
OTHER COMMITMENTS (Details Narr
OTHER COMMITMENTS (Details Narrative) | 3 Months Ended |
Sep. 30, 2021 | |
OTHER COMMITMENTS | |
Other commitments, description | On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, retroactive to January 1, 2021, Mr. Machaiah is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and shall be granted the right to purchase $37,500 worth of the Company’s common stock based on an exercise price per share equal to the fair market value of the Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s Equity Incentive Plan. |