Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Guskin Gold Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 50,211,265 | |
Amendment Flag | false | |
Entity Central Index Key | 0001509786 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 333-171636 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
CURRENT ASSETS: | ||
Cash | $ 5,513 | $ 13,767 |
TOTAL ASSETS | 5,513 | 13,767 |
CURRENT LIABILITIES: | ||
Accounts payable and Accrued Expenses | 88,968 | 22,549 |
Loan payable – Related Party | 76,057 | 30,390 |
Convertible notes payable (net of unamortized discount) | 108,959 | 45,764 |
Notes payable | 7,500 | 7,500 |
Derivative liability | 2,125,002 | 2,125,113 |
TOTAL LIABILITIES | 2,406,486 | 2,231,316 |
Commitments and Contingencies (See Note 9) | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none shares issued and outstanding at March 31, 2021 and September 30, 2020, respectively | ||
Common stock, par value $0.001 per share; 250,000,000 shares authorized; 42,211,265 and 29,211,265 shares issued and outstanding at March 31, 2021 and September 30, 2020, respectively | 42,211 | 29,211 |
Additional paid in capital | 171,390 | (2,175,610) |
Accumulated deficit | (2,614,574) | (71,150) |
TOTAL STOCKHOLDERS’ DEFICIT | (2,400,973) | (2,217,549) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 5,513 | $ 13,767 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred Stock shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 42,211,265 | 29,211,265 |
Common stock, shares outstanding | 42,211,265 | 29,211,265 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Expenses: | ||||
Stock based compensation | $ 2,340,000 | $ 2,340,000 | ||
Professional fees | 61,242 | 93,831 | ||
General and administrative expenses | 32,564 | 39,978 | ||
Total Operating Expenses | 2,433,806 | 2,473,809 | ||
Loss from operations | (2,433,806) | (2,473,809) | ||
Other Income (Expense) | ||||
Change in fair value of derivative | 42 | 111 | ||
Interest expense | (34,421) | (69,726) | ||
Total other (expense) | (34,379) | (69,615) | ||
Net loss before income tax provision | (2,468,185) | (2,543,424) | ||
Provision for income tax | ||||
Net loss | $ (2,468,185) | $ (2,543,424) | ||
Net loss per common share – basic and diluted (in Dollars per share) | $ (0.06) | $ (0.07) | ||
Weighted average common shares outstanding – basic and diluted (in Shares) | 40,477,932 | 34,894,325 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders’ Deficit (unaudited) - USD ($) | Common Stock | Additional paid in capital | Accumulated Deficit | Total |
Balance at Sep. 30, 2020 | $ 29,211 | $ (2,175,610) | $ (71,150) | $ (2,217,549) |
Balance (in Shares) at Sep. 30, 2020 | 29,211,265 | |||
In-kind service contribution | 5,000 | 5,000 | ||
Net loss | (75,239) | (75,239) | ||
Balance at Dec. 31, 2020 | $ 29,211 | (2,170,610) | (146,389) | (2,287,788) |
Balance (in Shares) at Dec. 31, 2020 | 29,211,265 | |||
In-kind service contribution | 15,000 | 15,000 | ||
Common stock issued for services – related party | $ 13,000 | 2,327,000 | 2,340,000 | |
Common stock issued for services – related party (in Shares) | 13,000,000 | |||
Net loss | (2,468,185) | (2,468,185) | ||
Balance at Mar. 31, 2021 | $ 42,211 | $ 171,390 | $ (2,614,574) | $ (2,400,973) |
Balance (in Shares) at Mar. 31, 2021 | 42,211,265 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) | 6 Months Ended |
Mar. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | $ (2,543,424) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Amortization of debt discount | 63,195 |
Change in fair value of derivative | (111) |
In-kind service contribution | 20,000 |
Common stock issued for services | 2,340,000 |
Changes in net operating assets and liabilities: | |
Accounts payable and accrued expenses | 66,419 |
NET CASH USED IN OPERATING ACTIVITIES | (53,921) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from related party debt, net of repayment | 45,667 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 45,667 |
NET DECREASE IN CASH | (8,254) |
CASH – BEGINNING OF PERIOD | 13,767 |
CASH – END OF PERIOD | 5,513 |
Cash paid for: | |
Income tax | |
Interest |
Organization and Overview
Organization and Overview | 6 Months Ended |
Mar. 31, 2021 | |
Organization and Basis of Accounting [Abstract] | |
Organization and Overview | Note 1 – Organization and Overview Inspired Builders, Inc. (the “Company”,“Guskin”, “We”, and “Us”) was incorporated in the State of Nevada in February 2010. Until August 15, 2017 the Company was directing its focus on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, pursuant to a change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. On January 16, 2020, Santa Alba, LLC sold the 956,440 shares of common stock to Custodian Ventures, LLC for an aggregate purchase price of $145,000. At this point there was a change of control of the Company and Kai Ming Zhao resigned as President, Secretary, Treasurer and Director and David Lazar was appointed as President, Secretary, Treasurer and Director. On April 30, 2020, Custodian Ventures, LLC, a Wyoming limited liability company (“CVL”) and the Company entered into a Stock Purchase Agreement (the “Agreement”) with U Green Enterprise, a Ghana corporation (the “Purchaser”). The Agreement closed upon execution on April 30, 2020 (“Closing”). Pursuant to the Agreement, CVL agreed to sell and Purchaser agreed to purchase 956,440 restricted common stock shares of the Company (the “Shares”), representing approximately 94.6% of the Company’s outstanding shares of common stock. Pursuant to the Agreement, Purchaser agreed to pay CVL as follows: (i) $157,640 payable at the Closing in exchange for the Shares, and (ii) to repay the note outstanding to CVL in amount of $67,360 immediately following the Closing. The Agreement resulted in a change of control of the Company and David Lazar resigned effective immediately as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director and Edward Somuah was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director. Guskin Gold Corporation (“GGC”) was incorporated in May 28, 2020 in the state of Nevada. GGC’s business activity is the early-stage development of a business focusing on the acquisition of gold properties, and the exploration and potential development of small-scale gold mining operations in the Republic of Ghana, West Africa. On September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with GGC, and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company. The Share Exchange is accounted for as a reverse recapitalization under U.S. GAAP as the Share Exchange results in a change of control of the Company. GGC was determined to be the accounting acquirer based upon the terms of the Share Exchange and other factors including: (i) GGC’s shareholders are expected to own approximately 96.54% of the Company issued and outstanding common stock immediately following the effective time of the Share Exchange (the “Closing”), and (ii) GGC’s management will hold all key positions in the management of the combined company. As of September 22, 2020 (the “Closing Date”), GGC provided us with valid and accepted audited financial statements, accordingly the transactions contemplated by the Share Exchange Agreement have been satisfied, accordingly the Share Exchange Agreement is closed (“Closing”). The Company filed the Amended Articles of Incorporation effecting the Name Change with the Nevada Secretary of State, effective November 30, 2020. As previously reported, shareholders approved the Name Change and Symbol Change on September 22, 2020 in connection with the Closing of the Share Exchange Agreement between the Company and Guskin Gold Corp. On December 3, 2020, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Inspired Builders, Inc.” to “Guskin Gold Corp.” (the “Name Change”) and a change in the Company’s ticker symbol from “ISRB” to the new trading symbol “GKIN” (the “Symbol Change”). Trading under the new ticker symbol began at market opening December 4, 2020. The Company’s CUSIP also changed to 40330L100. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Basis of Presentation The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and six months ended March 31, 2021 and cash flows for the six months ended March 31, 2021 and our financial position at March 31, 2021 have been made. The Company’s results of operations for the three and six months ended March 31, 2021 are not necessarily indicative of the operating results to be expected for the full fiscal year ending September 30, 2021. Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2020. The September 30, 2020 balance sheet is derived from those statements. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and GGC, its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Earnings (Loss) per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. As of March 31, 2021, the Company had 12,500,000 shares of common stock issuable upon conversion of convertible notes which are excluded from loss per share calculation as their effect are anti-dilutive. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Investments ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2021 and September 30, 2020. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, accrued liabilities, convertible notes, loans payable, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short-term maturities. We account for derivative liability at fair value on a recurring basis under level 3 at March 31, 2021 and September 30, 2020 (see Note 7). Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2021 and September 30, 2020, the Company had a derivative liability of $2,125,002 and $2,125,113, respectively. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2021 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern As reflected in the accompanying condensed consolidated financial statements, the Company has a net loss of $2,543,424 for the six months ended March 31, 2021. In addition, the Company has an accumulated deficit of $2,614,574 and a working capital deficit of $2,400,973 as of March 31, 2021. The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Loans Payable - Related Party a
Loans Payable - Related Party and Related Party Transactions | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Loans Payable - Related Party and Related Party Transactions | Note 4 – Loans Payable - Related Party and Related Party Transactions On June 1, 2020, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the company. On June 18, 2020, the Company received an additional $4,500 from Naana Asante for expenses paid on behalf of the Company. The unsecured loans mature on June 1, 2021 and bears an interest rate of 2.5%. During the six months ended March 31, 2021, the Company repaid $3,097 of this loan. On February 5, 2021, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $17,000 for expenses paid for on behalf of the company. The unsecured loan bears an interest rate of 2.5% and is payable one year from the date of signing. On February 22, 2021, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $12,500 for expenses paid for on behalf of the company. The unsecured loan bears an interest rate of 2.5% and is payable one year from the date of signing. During the period from May 28, 2020 (inception) to September 30, 2020, the Company received $354 of payments toward company related expenses, which were paid on its behalf by Naana Asante, the Chief Executive Officer. During the six months ended March 31, 2021, the Company received an additional $2,264 of payments toward company related expenses, which were paid on its behalf by Naana Asante, the Chief Executive Officer. The loan is non-interest bearing and due on demand. As of March 31, 2021, the loan balance outstanding is $2,618. As of March 31, 2021, the total loans outstanding due to Naana Asante, our Chief Executive Officer is $35,151 and accrued interest balance is $238. On June 1, 2020, the Company entered into a loan agreement with an entity controlled by a shareholder in the amount of $3,500 for expenses paid for on behalf of the Company. On June 26, 2020, the Company received an additional $5,910 for expenses paid on behalf of the Company. The unsecured loans mature one year from the date of the loan and bears an interest rate of 2.5%. As of March 31, 2021, the accrued interest was $196. On September 22, 2020, the Company assumed, as part of the reverse merger and share exchange agreement a related party loan payable dated April 30, 2020, owed to U Green Enterprise, a Ghana corporation controlled by our Chief Financial Officer. As of March 31, 2021, the Company had a loan payable of $14,496 owed to U Green Enterprises. The loan payable is non-interest bearing and due on demand. On January 4, 2021, the Company entered into a loan agreement with an entity controlled by a shareholder in the amount of $17,000. The loan is unsecured and bears an interest rate of 2.5% and is payable one year from the date of signing. As of March 31, 2021, the accrued interest was $98. |
Note payable
Note payable | 6 Months Ended |
Mar. 31, 2021 | |
Note Payable Disclosure [Abstract] | |
Note payable | Note 5 – Note payable On September 22, 2020, the Company entered into a loan agreement with a third party in the amount of $7,500 for expenses paid for on behalf of the Company. This unsecured loan matures one year from the date of the loan and bears an interest rate of 2.5%. As of March 31, 2021, $7,500 of note payable remains outstanding. As of March 31, 2021, the accrued interest was $98. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible notes | Note 6 – Convertible notes On September 22, 2020, the Company assumed a convertible note offering of up to $3,000,000 under regulation S as part of the reverse merger with Inspired Builders, Inc. The note offering calls for a minimum investment of $10,000. The note bears an interest rate equal to 10% per annum and matures after one year from the date of subscription. The note is convertible at the rate equivalent to the lessor of $0.01 per share or a 20% discount to market based upon the 10-day Volume Weighted Average Price (VWAP) prior to Maturity. The Company intends to regularly issues notes payable which are convertible at a discount of the trading price of the Company’s common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging Carrying value of Convertible Notes as of March 31, 2021 (Unaudited) $ 125,000 Less: debt discount (16,041 ) Carrying value of Convertible Notes, net as of March 31, 2021 (Unaudited) $ 108,959 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability | Note 7 – Derivative liability The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversion feature to be a financial derivative. The derivative instruments were valued at loan origination date, date of debt conversion and at March 31, 2021. The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and reporting date) using the Black Scholes option pricing model, under the following assumptions: March 31, 2021 Shares of common stock issuable upon exercise of debt 12,500,000 Estimated market value of common stock on measurement date $ 0.18 Exercise price $ 0.01 Risk free interest rate (1) 0.01 % Expected dividend yield (2) 0.00 % Expected volatility (3) 60.71 – 65 % Expected exercise term in years (4) 0.09 - 0.2 (1) The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates. (2) The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. (3) The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility. (4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date. The change in fair values of the derivative liabilities related to the Convertible Notes for the six months ended March 31, 2021 is summarized as: Fair value at Quoted Significant Significant (Unaudited) (Level 1) (Level 2) (Level 3) Derivative Liability $ 2,125,002 $ - $ - $ 2,125,002 Derivative Derivative liability as of September 30, 2020 $ 2,125,113 Change in fair value of derivative liability (111 ) Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability - Derivative liability as of March 31, 2021 (Unaudited) $ 2,125,002 Change in Change in fair value of derivative liability at the beginning of period $ - Day one gains/(losses) on valuation - Gains/(losses) from the change in fair value of derivative liability 111 Change in fair value of derivative liability at the end of the period $ 111 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Note 8 – Concentration of Credit Risk The Company relies heavily on the support of its president, majority shareholder and unrelated third parties. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 9 – Commitment and Contingencies In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time. On June 1, 2020, (the “commencement date”) the Company entered into a consulting agreement with Dr. Kweku Ainuson to provide consulting services on as needed basis. The consultant shall be responsible for advising the Chief Executive Officer, President, Chief Geologist, and Chairman of the Board of Directors on all legal matters of the Company. In addition, the consultant is to provide legal advice on areas including but not limited to business contracts or any other legal documentation that requires legal expertise; assisting in the management of internal and external legal resources; reading and reviewing legal documents that the Client receives and making sure that they are properly drafted and any other legal services. As compensation for the services provided by Consultant, the Consultant should vest 50,000 shares common shares valued at $0.001 every quarter for total compensation value of 200,000 shares. In addition, every 90 days, from the commencement date, the Company shall pay the consultant $5,000 plus additional fees per quarter. On August 31, 2020, (the “commencement date”) the Company entered into a three-month term consulting agreement with a consultant to provide consulting services on as needed basis. The consultant shall be responsible to perform business development and general consulting services on a non -exclusive basis for and on behalf of the Client in relation to business development, developing and creating operation documents, and will consult with and advise, as necessary and requested, The Client on matters pertaining to its general business operations. As compensation for the services provided by Consultant, the company shall pay the consultant $7,500 in month one, $2,500 in month two and $2,500 in month three. On December 15, 2020, the Company amended the consulting contract for an additional six months from the amendment date. As compensation for the services provided, the Company shall pay the consultant $2,500 per month. On January 12, 2021, the Company, entered into a Consulting Agreement with Edward Somuah, (“Mr. Somuah”) an individual, to memorialize and formalize Mr. Somuah’s commitment and services to the Company. Mr. Somuah is currently a member of the Company’s Board of Directors, the Chief Financial Officer, and Secretary, and shall continue on a full-time basis under this Agreement. Mr. Somuah’s leadership role entails being responsible for day-to-day management decisions and for implementing the Company’s long- and short-term plans, including, but not limited to, Business Development and creation of long-term value for the Company’s organization from customers, markets and relationships; advising and consulting on potential growth opportunities for presentation to management and or to fellow Board of Directors as well as the subsequent support and monitoring of project-by-project implementation; consult and lend experience on potential properties/projects, marketing, financial and or management services, investment banking, mergers and acquisitions, legal, strategic human resources, and or management consulting and other matters from time to time as required for the execution of the Company’s exploration and mining business (collectively, the “Services”). This Agreement shall commence on the Effective Date and terminate upon the 2-year anniversary of the Effective Date of this Agreement. Upon, termination any and all Base Salary accrued and unpaid shall be paid and or converted into restricted shares of the Company’s common stock, to be calculated at the then current fair market value of the Company common stock. Thereafter, this Agreement shall be null and void and Consultant shall no longer be entitled to compensation hereunder. Additionally, this Agreement may be terminated by Consultant upon 30 days prior written notice to the Company. At the time of termination, Consultant agrees to return all Company property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and other equipment and documents. Consultant shall reimburse the Company for any Company property lost or damaged in an amount equal to the market price of such property. The Company shall pay Mr. Somuah a monthly salary in the total amount $4,500 per month on a ongoing basis. In addition, the Company issued 13,000,000 restricted common shares valued at $2,340,000 to Mr. Somuah in recognition of his services. From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. |
Common stock
Common stock | 6 Months Ended |
Mar. 31, 2021 | |
Common Stock Disclosure [Abstract] | |
Common stock | Note 10 – Common stock On January 11, 2021, the Company issued 13,000,000 shares of common stock for services valued at $2,340,000 to Edward Somuah, a member of the Company’s Board of Directors, the Chief Financial Officer, and Secretary as compensation for services rendered. The shares are deemed to be fully earned and vested on the issuance date. During the six month ended March 31, 2021, the Company received in kind services from the Chief Executive Officer for time spent. The Company recorded in kind service contributions valued at $20,000. This is recorded in additional paid in capital. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events On March 26, 2021, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $40,000 for expenses paid for on behalf of the company. The Company received the fund on April 1, 2021. The unsecured loan bears an interest rate of 2.5% and is payable one year from the date of signing. On April 10, 2021, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $10,000 for expenses paid for on behalf of the company. The Company received the fund on April 14, 2021. The unsecured loan bears an interest rate of 2.5% and is payable one year from the date of signing. Subsequent to March 31, 2021, the Company received notices of conversion from the noteholders of convertible notes payable. On May 7, 2021, the Company approved the issuance of 8,000,000 shares of common stock pursuant to the conversion of $80,000 of its outstanding convertible notes payable to unrelated parties. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and six months ended March 31, 2021 and cash flows for the six months ended March 31, 2021 and our financial position at March 31, 2021 have been made. The Company’s results of operations for the three and six months ended March 31, 2021 are not necessarily indicative of the operating results to be expected for the full fiscal year ending September 30, 2021. Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2020. The September 30, 2020 balance sheet is derived from those statements. |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and GGC, its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Earnings (Loss) per Share | Earnings (Loss) per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. As of March 31, 2021, the Company had 12,500,000 shares of common stock issuable upon conversion of convertible notes which are excluded from loss per share calculation as their effect are anti-dilutive. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Investments | Fair Value of Financial Investments ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2021 and September 30, 2020. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, accrued liabilities, convertible notes, loans payable, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short-term maturities. We account for derivative liability at fair value on a recurring basis under level 3 at March 31, 2021 and September 30, 2020 (see Note 7). |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. |
Derivative Instrument Liability | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2021 and September 30, 2020, the Company had a derivative liability of $2,125,002 and $2,125,113, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of value changes | Carrying value of Convertible Notes as of March 31, 2021 (Unaudited) $ 125,000 Less: debt discount (16,041 ) Carrying value of Convertible Notes, net as of March 31, 2021 (Unaudited) $ 108,959 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model | March 31, 2021 Shares of common stock issuable upon exercise of debt 12,500,000 Estimated market value of common stock on measurement date $ 0.18 Exercise price $ 0.01 Risk free interest rate (1) 0.01 % Expected dividend yield (2) 0.00 % Expected volatility (3) 60.71 – 65 % Expected exercise term in years (4) 0.09 - 0.2 |
Schedule of derivative liabilities fair value | Fair value at Quoted Significant Significant (Unaudited) (Level 1) (Level 2) (Level 3) Derivative Liability $ 2,125,002 $ - $ - $ 2,125,002 |
Schedule of derivative liability fair value for financial instruments | Derivative Derivative liability as of September 30, 2020 $ 2,125,113 Change in fair value of derivative liability (111 ) Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability - Derivative liability as of March 31, 2021 (Unaudited) $ 2,125,002 |
Schedule of change in fair value of derivative liability | Change in Change in fair value of derivative liability at the beginning of period $ - Day one gains/(losses) on valuation - Gains/(losses) from the change in fair value of derivative liability 111 Change in fair value of derivative liability at the end of the period $ 111 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Organization and Overview (Deta
Organization and Overview (Details) - USD ($) | Sep. 03, 2020 | Apr. 30, 2020 | Jan. 16, 2020 |
Organization and Overview (Details) [Line Items] | |||
Ownership percentage | 100.00% | ||
Restricted common stock | 28,200,000 | ||
Custodian Ventures, LLC [Member] | |||
Organization and Overview (Details) [Line Items] | |||
Shares issued | 956,440 | ||
Purchase price | $ 145,000 | ||
Ownership percentage | 94.60% | ||
Payable closing in exchange shares | $ 157,640 | ||
Note outstanding | $ 67,360 | ||
Custodian Ventures, LLC [Member] | Restricted Stock [Member] | |||
Organization and Overview (Details) [Line Items] | |||
Shares issued | 956,440 | ||
GGC [Member] | |||
Organization and Overview (Details) [Line Items] | |||
Ownership percentage | 96.54% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Conversion of stock shares issued (in Shares) | 12,500,000 | |
Derivative liability | $ 2,125,002 | $ 2,125,113 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Going Concern [Abstract] | |||||
Net loss | $ (2,468,185) | $ (2,543,424) | |||
Accumulated deficit | $ (2,614,574) | (2,614,574) | $ (71,150) | ||
Working capital deficit | $ 2,400,973 |
Loans Payable - Related Party_2
Loans Payable - Related Party and Related Party Transactions (Details) - USD ($) | Mar. 26, 2021 | Feb. 05, 2021 | Jan. 04, 2021 | Jun. 02, 2020 | Feb. 22, 2021 | Jun. 26, 2020 | Jun. 18, 2020 | Sep. 30, 2020 | Mar. 31, 2021 |
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | |||||||||
Interest rate | 2.50% | ||||||||
Outstanding loan balance | $ 2,618 | ||||||||
Accrued interest expense | 98 | ||||||||
U Green Enterprises [Member] | |||||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | |||||||||
Loans payable | 14,496 | ||||||||
Naana Asante [Member] | |||||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | |||||||||
Additional expenses payments | $ 17,000 | $ 354 | 2,264 | ||||||
Shareholder [Member] | |||||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | |||||||||
Companies related expenses | $ 3,500 | ||||||||
Additional expenses payments | $ 5,910 | ||||||||
Interest rate | 2.50% | ||||||||
Maturity term | 1 year | ||||||||
Accrued interest expense | 196 | ||||||||
Chief Executive Officer [Member] | |||||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | |||||||||
Companies related expenses | $ 40,000 | $ 17,000 | $ 1,630 | $ 12,500 | |||||
Additional expenses payments | $ 4,500 | ||||||||
Debt maturity term | Jun. 1, 2021 | ||||||||
Interest rate | 2.50% | 2.50% | 2.50% | 2.50% | |||||
Loans payable | 3,097 | ||||||||
Maturity term | 1 year | 1 year | 1 year | ||||||
Outstanding balance | 35,151 | ||||||||
Accrued interest expense | $ 238 |
Note payable (Details)
Note payable (Details) - USD ($) | Jan. 04, 2021 | Sep. 22, 2020 | Mar. 31, 2021 |
Note payable (Details) [Line Items] | |||
Interest rate | 2.50% | ||
Accrued interest | $ 98 | ||
Note Payable [Member] | |||
Note payable (Details) [Line Items] | |||
Loan amount | $ 7,500 | ||
Maturity term | 1 year | ||
Interest rate | 2.50% | ||
Note payable | $ 7,500 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Sep. 22, 2020 | Mar. 31, 2021 | |
Convertible Notes (Details) [Line Items] | ||
Convertible note | $ 3,000,000 | |
Accrued interest | $ 98 | |
Convertible Notes Payable [Member] | ||
Convertible Notes (Details) [Line Items] | ||
Notes conversion, description | The note offering calls for a minimum investment of $10,000. The note bears an interest rate equal to 10% per annum and matures after one year from the date of subscription. The note is convertible at the rate equivalent to the lessor of $0.01 per share or a 20% discount to market based upon the 10-day Volume Weighted Average Price (VWAP) prior to Maturity. The Company intends to regularly issues notes payable which are convertible at a discount of the trading price of the Company’s common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging. The company assumed seven convertible note subscriptions totaling $125,000 with unrelated parties. | |
Convertible notes | $ 7,360 | |
Debt discount | $ 117,640 | |
Amortization of debt discount | 63,195 | |
Accrued interest | $ 10,896 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of value changes | Mar. 31, 2021USD ($) |
Schedule of value changes [Abstract] | |
Carrying value of Convertible Notes as of March 31, 2021 (Unaudited) | $ 125,000 |
Less: debt discount | (16,041) |
Carrying value of Convertible Notes, net as of March 31, 2021 (Unaudited) | $ 108,959 |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model | 6 Months Ended | |
Mar. 31, 2021$ / sharesshares | ||
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model [Line Items] | ||
Shares of common stock issuable upon exercise of debt (in Shares) | shares | 12,500,000 | |
Estimated market value of common stock on measurement date (in Dollars per share) | $ 0.18 | |
Exercise price (in Dollars per share) | $ 0.01 | |
Risk free interest rate | 0.01% | [1] |
Expected dividend yield | 0.00% | [2] |
Expected volatility | [3] | |
Minimum [Member] | ||
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model [Line Items] | ||
Risk free interest rate | [1] | |
Expected dividend yield | [2] | |
Expected volatility | 60.71% | [3] |
Expected exercise term in years | 32 days | [4] |
Maximum [Member] | ||
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model [Line Items] | ||
Risk free interest rate | [1] | |
Expected dividend yield | [2] | |
Expected volatility | 65.00% | [3] |
Expected exercise term in years | 73 days | [4] |
[1] | The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates. | |
[2] | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | |
[3] | The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility. | |
[4] | The exercise term is the remaining contractual term of the convertible instrument at the valuation date. |
Derivative Liability (Details_2
Derivative Liability (Details) - Schedule of derivative liabilities fair value - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | $ 2,125,002 | $ 2,125,113 |
Quoted market prices for identical assets/liabilities (Level 1) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | ||
Significant other observable inputs (Level 2) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | ||
Significant unobservable inputs (Level 3) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | $ 2,125,002 |
Derivative Liability (Details_3
Derivative Liability (Details) - Schedule of derivative liability fair value for financial instruments | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of derivative liability fair value for financial instruments [Abstract] | |
Derivative liability, beginning balance | $ 2,125,113 |
Change in fair value of derivative liability | (111) |
Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability | |
Derivative liability, ending balance | $ 2,125,002 |
Derivative Liability (Details_4
Derivative Liability (Details) - Schedule of change in fair value of derivative liability | 6 Months Ended | |
Mar. 31, 2021USD ($) | [1] | |
Schedule of change in fair value of derivative liability [Abstract] | ||
Change in fair value of derivative liability at the beginning of period | ||
Day one gains/(losses) on valuation | ||
Gains/(losses) from the change in fair value of derivative liability | 111 | |
Change in fair value of derivative liability at the end of the period | $ 111 | |
[1] | The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) | Jan. 12, 2021 | Dec. 15, 2020 | Jun. 02, 2020 | Aug. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 |
Commitment and Contingencies (Details) [Line Items] | ||||||
Common shares (in Shares) | 50,000 | 42,211,265 | 29,211,265 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common shares compensation value (in Shares) | 200,000 | |||||
Plus additional fees | $ 5,000 | |||||
Consultant payment | $ 2,500 | |||||
Common share issued | The Company shall pay Mr. Somuah a monthly salary in the total amount $4,500 per month on a ongoing basis. In addition, the Company issued 13,000,000 restricted common shares valued at $2,340,000 to Mr. Somuah in recognition of his services. | |||||
Month One [Member] | ||||||
Commitment and Contingencies (Details) [Line Items] | ||||||
Consultant services fees | $ 7,500 | |||||
Month Two [Member] | ||||||
Commitment and Contingencies (Details) [Line Items] | ||||||
Consultant services fees | 2,500 | |||||
Month Three [Member] | ||||||
Commitment and Contingencies (Details) [Line Items] | ||||||
Consultant services fees | $ 2,500 |
Common stock (Details)
Common stock (Details) - Common Stock [Member] - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Jan. 11, 2021 | |
Common stock (Details) [Line Items] | ||
Common stock, shares issued (in Shares) | 13,000,000 | |
Common stock value | $ 2,340,000 | |
Stock value issued for services | $ 20,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 10, 2021 | Mar. 26, 2021 | Feb. 05, 2021 | Jan. 04, 2021 | Jun. 02, 2020 | Feb. 22, 2021 | Jun. 18, 2020 | May 07, 2021 | Sep. 22, 2020 |
Subsequent Events (Details) [Line Items] | |||||||||
Interest rate | 2.50% | ||||||||
Convertible notes payable | $ 3,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Isuuance of stock issued (in Shares) | 8,000,000 | ||||||||
Convertible notes payable | $ 80,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Companies related expenses | $ 40,000 | $ 17,000 | $ 1,630 | $ 12,500 | |||||
Interest rate | 2.50% | 2.50% | 2.50% | 2.50% | |||||
Maturity term | 1 year | 1 year | 1 year | ||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Companies related expenses | $ 10,000 | ||||||||
Interest rate | 2.50% | ||||||||
Maturity term | 1 year |