Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2021shares | |
Document and Entity Information | |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2021 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity File Number | 333-186629 |
Entity Registrant Name | Bio-En Holdings Corp. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 99-0369776 |
Entity Address, Address Line One | 1 County Road, Unit B6 |
Entity Address, City or Town | Secaucus |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07094 |
City Area Code | 845 |
Local Phone Number | 364-7151 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | true |
Entity Common Stock, Shares Outstanding | 77,350,003 |
Entity Central Index Key | 0001568139 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Trading Symbol | BENH |
Title of 12(b) Security | None |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 19,683 | $ 11,710 |
Sundry debtors and prepayments | 0 | 15,000 |
Total current assets | 19,683 | 26,710 |
TOTAL ASSETS | 19,683 | 26,710 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 98,223 | 93,238 |
Loans from related parties | 376,250 | 376,250 |
Total current liabilities | 474,473 | 469,488 |
Total liabilities | 474,473 | 469,488 |
Stockholders' Equity (Deficit) | ||
Preferred stock; $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 77,350,003 shares issued and outstanding at June 30, 2021 and at December 31, 2020 | 7,735 | 7,735 |
Additional paid-in capital | 352,681 | 352,681 |
Accumulated deficit | (815,206) | (803,194) |
Total Stockholders' Equity (Deficit) | (454,790) | (442,778) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 19,683 | $ 26,710 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity (Deficit) | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued shares | 0 | 0 |
Preferred Stock, Shares Outstanding shares | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 250,000,000 | 250,000,000 |
Common stock, issued shares | 77,350,003 | 77,350,003 |
Common stock, outstanding shares | 77,350,003 | 77,350,003 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
General and administrative expenses | ||||
Consulting | $ 0 | $ 1,656 | $ 0 | $ 1,656 |
Travel | 0 | 520 | 0 | 520 |
Filing fees | 4,330 | 4,123 | 8,627 | 4,420 |
Other costs | 310 | 75 | 385 | 150 |
Professional fees:- | ||||
- Accounting | 6,000 | 6,000 | 12,000 | 12,000 |
- Auditor's fee | 3,000 | 3,000 | 6,000 | 16,000 |
- Legal fees | 0 | (916) | 0 | (916) |
Secretarial expenses | 0 | 1,106 | 0 | 1,106 |
Total operating expenses | 13,640 | 15,564 | 34,936 | |
Other (income) expenses | ||||
Provision for Write Down of Investment | (15,000) | 0 | (15,000) | 235,000 |
Net profit/(loss) | $ 1,360 | $ (15,564) | $ (12,012) | $ (269,936) |
Net profit/loss per common share - basic and diluted | ||||
Net loss per share attributable to common stockholders | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of common shares outstanding | 77,350,003 | 77,350,003 | 77,350,003 | 77,350,003 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (12,012) | $ (269,936) |
Changes in operating assets and liabilities: | ||
Sundry Debtors and prepayments | 15,000 | 913 |
Accounts payable and accrued liabilities | 4,985 | 22,909 |
Accounts payable - related party | 0 | 10,964 |
Net cash used in operating activities | (7,973) | (235,150) |
Cash Flows from Investing Activities | ||
Cash Flows from Investing Activities - Provision for Write Down of Investment | 0 | 235,000 |
Cash Flow from Financing Activities | ||
Cash Flows from Financing Activities | 0 | 0 |
Increase/Decrease in cash and cash equivalents | 7,973 | (150) |
Cash and cash equivalents at beginning of the period | 11,710 | 420 |
Cash and cash equivalents at end of the period | $ 19,683 | $ 270 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Bio-En Holdings Corp. (formerly Olivia Inc.) Licensed Technology The Company planned to design and execute agreements to build, operate and maintain a bio-mass to energy facility on the Island of Malta, utilizing the Licensed Technology (“ Facility The Company was not successful in obtaining the full funding required to establish the Facility. The Company is no longer seeking to exploit the Licensed Technology and/or pursuing the establishment of the Facility. As a result of discontinuing its prior operations relating to the proposed building of the Facility and exploitation of the Licensed Technology, the Company became a shell company. The Company’s current business plan is to seek and identify a privately-held operating company desiring to become a publicly held company by combining with the Company through a reverse merger or acquisition type transaction. Private companies wishing to have their securities publicly traded may seek to merge or effect an exchange transaction with a shell company that is reporting and eligible for quotation on the over-the-counter market. As a result of the merger or exchange transaction, the stockholders of the private company will hold a majority of the issued and outstanding shares of the shell company. Typically, the directors and officers of the private company become the directors and officers of the shell company. Often the name of the private company becomes the name of the shell company. Although the Company has not yet determined what private company, business or assets to acquire, the Company’s Chief Executive Officer is involved in several business ventures and may ask the board to consider acquiring one or more of such business ventures. Alternatively, the Company may seek to acquire a private company, business or assets from an unrelated third party. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in U.S. dollars. Fiscal Year End The Corporation has adopted a fiscal year end of December 31. Unaudited Interim Financial Statements The interim financial statements of the Company as of June 30, 2021, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2021, and the results of its operations and its cash flows for the period ended June 30, 2021. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2021. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2020, filed with the SEC, for additional information, including significant accounting policies. Functional and Reporting Currency The Company’s reporting currency is the U.S. dollar. The Company’s functional currency is U.S. dollars. Items in the income statement and cash flow statement are translated into U.S. Dollars using the average rates of exchange for the periods involved. The resulting translation adjustments are recorded as a separate component of other comprehensive income/(loss) within stockholders’ equity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated: Use of Estimates The preparation of the interim financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at June 30 2021 the Company has a working capital deficit of $454,790 and a loss from operations of $12,012 and an accumulated deficit of $815,206 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2021. This current inability to generate revenue raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties We are a shell company that is seeking to acquire an operating business and may fail to do so and, even if we are successful, that business may never achieve profitability. We need additional capital to maintain our company as a public reporting company and to seek acquisition opportunities and the failure to raise additional capital could place our continued viability in question. We have no agreement for a business combination and we do not have any minimum requirements for a business combination. The loss of the services of Baruch Adika, our Chief Executive Officer and Director, would adversely affect our ability to implement our business plan. Conflicts of interest may arise between us and our stockholders, and our chief executive officer, Mr. Adika, during the implementation of our business plan which may have a negative impact on our ability to consummate a business transaction. Although no determination has been made regarding the operating business that we plan to acquire, it is possible that we may acquire an operating company that Mr. Adika has an ownership interest in or that he is an officer or director of. Mr. Adika is involved in several different business ventures and he may propose to our company that we acquire one or more of such ventures. If we do acquire any business affiliated with Mr. Adika, we may not be able to do so on terms that would be arrived at if the transaction were negotiated on an arms-length basis. As a result, the stockholders of our company may be adversely affected as compared to a similar transaction with an independent third party. Depending upon the nature of a proposed transaction, our stockholders, other than Mr. Adika, may not be afforded the opportunity to approve or consent to a particular transaction. We have no cash and no operations and may not have access to sufficient capital to consummate a business combination. There may be a scarcity of and/or significant competition for business opportunities and combinations, which may impede our ability to consummate a merger or acquisition. Business Segments The Company had operated in one segment and therefore segment information is/was not presented. Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Accounts payable and accrued liabilities Accounts payable and accrued liabilities are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Share Based Payments The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Share-Based Payments". Under fair value recognition provisions, the Company recognizes Equity–Based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Share-Based Payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for Share–Based Payments granted to non–employees in accordance with ASC 505, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the Share–Based Payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Earnings per share The Company computes net loss per share in accordance with ASC 260, "Earnings per Share" ASC 260 requires presentation of both basic and diluted earnings per share Common stock equivalents totaling, 30,000 on June 30, 2021 were not included in the computation of diluted earnings per share on the statement of operations due to the fact that the Company reported a net loss in the first two quarters of 2021 and to do so would be anti-dilutive. Income taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. |
PURCHASED INTANGIBLE ASSETS, NE
PURCHASED INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2021 | |
PURCHASED INTANGIBLE ASSETS, NET | |
PURCHASED INTANGIBLE ASSETS, NET | NOTE 3 - PURCHASED INTANGIBLE ASSETS, NET On November 26, 2019, the Company entered into a binding term sheet to merge with Leo Riders Company ("Leo"). Pursuant to the Agreement, Leo would become a wholly-owned subsidiary of Bio. Under the Agreement, Bio would acquire all of the outstanding capital stock of Leo in exchange for shares of Bio common stock to be issued to the shareholders of Leo in an amount equal to up to 40% of the post-transaction outstanding capital stock the Company. The Company would also provide interim financing to Leo and will assist Leo in additional capital raising efforts. The combined company, to be led by Barry Adika, CEO of Bio-En Holdings, would be headquartered in Secaucus, New Jersey. In accordance with the Term Sheet, Leo was to raise up to $2,000,000 million within 120 days of the merger contemplated by the Agreement. After signing the final agreement and before raising the funds, Bio would transfer to Leo up to $460,000 as a loan (the "Loan"), which will be paid back by Leo upon raising the funds. If Leo would like to terminate the Agreement for any reason, Leo will transfer 50% of the Leo company shares to Bio as a penalty. If Bio is unable to raise the $2,000,000 for Leo, the $400,000 which has been given to Leo as a loan will be transferred repaid with the transfer of 5% of the outstanding capital stock of Leo at a $9,000,000 valuation. $185,000 of the Loan had been already transferred prior to signature of the Agreement and a further $50,000 was transferred prior to December 31, 2020 resulting in a total advanced of $235,000. Prior to the date of the Agreement, Bio had no interactions with Leo, other than the negotiation of the Term Sheet and the Amendment. The agreement was entered into at an arm's-length. However, due to certain information regarding the financial position of Leo, which has come to light since the announcement of the Term Sheet, Bio has informed Leo that it is terminating the Term Sheet, and the merger with Leo is not expected to take place. Bio is taking steps to recover from Leo the monies it has advanced to date. A provision of $235,000 has been made to write down the value of the advances to Leo to $nil. On September 13, 2020 an agreement between the Company and Leo was signed under which Leo agreed to pay the Company the sum of $72,000 by way of monthly amounts of $5,000 from October 13, 2020 to September 13, 2021 and to pay a further $160,000 by January 13, 2022. |
LOAN FROM RELATED PARTIES
LOAN FROM RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
LOAN FROM RELATED PARTIES | |
LOAN FROM RELATED PARTIES | NOTE 4 – LOAN FROM RELATED PARTIES June 30 December 31, 2021 2020 (Unaudited) (Audited) $ $ Loan from related parties 376,250 376,250 The above loan is unsecured and is repayable on demand. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 5 – STOCKHOLDERS’ DEFICIT Merger On August 21, 2014 the Company entered into a Share Exchange/Merger Agreement, between Company, Serena B. Potash (the “Principal Shareholder”) and Bio-En Corp., a Delaware corporation. On August 21, 2014, we filed a Certificate of Merger in the State of Delaware whereby Bio-En Corp. merged with Company, with Company the surviving entity. In conjunction with the Share Exchange/Merger Agreement, all of the issued and outstanding shares of Bio-En Corp. at August 21, 2014 were exchanged for 28,980,000 shares of Company common stock. Common Stock For the period from January 6, 2014 to March 31, 2014, the Company issued 4,409,196 shares of common stock at $0.0001 per share for $441.00, for professional services. On March 23, 2014 the Company issued 2,548,853 shares of common stock at $0.0001 per share for $255.00, as consideration to purchase license rights to develop and use patented intellectual property as described in note 3. For the period between January 6, 2014 and March 31, 2014 the Company issued 23,041,951 shares of common stock to related parties at $0.0001 per share for $2,304.00 to related parties for services. On March 12, 2018 the Company completed the issuance of 45,000,000 shares of common stock to related parties at $0.00525 per share for $236,250. Cancellation of Shares On August 21, 2014, pursuant to the Share Exchange/Merger Agreement, Ms. Potash, the then principal shareholder of Company owning an aggregate of 7,894,625 shares of Company common stock, agreed to cancel 6,024,601 of her shareholdings. All cancelled shares of common stock were returned to the Company’s pool of authorized but unissued shares. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 6 – INCOME TAXES The (benefit)/provision for income taxes for the periods ended June 30, 2021 and December 31, 2020 differ from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. June 30, December 31, 2021 2020 (Unaudited) (Audited) $ $ Deferred tax assets: Pre-tax loss as reported (815,206) (803,194) U.S. statutory tax rate 21 % 21 % Expected tax expense (benefit) 171,193 168,671 Total deferred tax assets 171,193 168,671 Less: Valuation allowance (171,193) (168,671) Net deferred tax assets — — The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. As of June 30, 2021 the Company had approximately $815,206 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2039. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged. Details of transactions between the Company and related parties are disclosed below: The following individuals/entities as of June 30, 2021 have been identified as related parties: Mr. Baruch Adika - President/Director and greater than 10% shareholder Mr. Alon Shany - Director Mr. Shlomi Shany - Greater than 10% shareholder Mr. Ossie Weitzman - CFO June 30 December 31, 2021 2020 (Unaudited) (Audited) $ $ The following transactions were carried out with related parties: Balance sheet: Loan from related party 376,250 376,250 From time to time, prior to January 1, 2021, certain directors of the Company provided advances to the Company for its working capital purposes. These advances do not carry interest and are due on demand. These amounts are repayable on demand. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | Use of Estimates The preparation of the interim financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at June 30 2021 the Company has a working capital deficit of $454,790 and a loss from operations of $12,012 and an accumulated deficit of $815,206 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2021. This current inability to generate revenue raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Risks and Uncertainties | Risks and Uncertainties We are a shell company that is seeking to acquire an operating business and may fail to do so and, even if we are successful, that business may never achieve profitability. We need additional capital to maintain our company as a public reporting company and to seek acquisition opportunities and the failure to raise additional capital could place our continued viability in question. We have no agreement for a business combination and we do not have any minimum requirements for a business combination. The loss of the services of Baruch Adika, our Chief Executive Officer and Director, would adversely affect our ability to implement our business plan. Conflicts of interest may arise between us and our stockholders, and our chief executive officer, Mr. Adika, during the implementation of our business plan which may have a negative impact on our ability to consummate a business transaction. Although no determination has been made regarding the operating business that we plan to acquire, it is possible that we may acquire an operating company that Mr. Adika has an ownership interest in or that he is an officer or director of. Mr. Adika is involved in several different business ventures and he may propose to our company that we acquire one or more of such ventures. If we do acquire any business affiliated with Mr. Adika, we may not be able to do so on terms that would be arrived at if the transaction were negotiated on an arms-length basis. As a result, the stockholders of our company may be adversely affected as compared to a similar transaction with an independent third party. Depending upon the nature of a proposed transaction, our stockholders, other than Mr. Adika, may not be afforded the opportunity to approve or consent to a particular transaction. We have no cash and no operations and may not have access to sufficient capital to consummate a business combination. There may be a scarcity of and/or significant competition for business opportunities and combinations, which may impede our ability to consummate a merger or acquisition. |
Business Segments | Business Segments The Company had operated in one segment and therefore segment information is/was not presented. |
Cash and cash equivalents | Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities Accounts payable and accrued liabilities are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Share Based Payments | Share Based Payments The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Share-Based Payments". Under fair value recognition provisions, the Company recognizes Equity–Based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Share-Based Payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for Share–Based Payments granted to non–employees in accordance with ASC 505, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the Share–Based Payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. |
Earnings per share | Earnings per share The Company computes net loss per share in accordance with ASC 260, "Earnings per Share" ASC 260 requires presentation of both basic and diluted earnings per share Common stock equivalents totaling, 30,000 on June 30, 2021 were not included in the computation of diluted earnings per share on the statement of operations due to the fact that the Company reported a net loss in the first two quarters of 2021 and to do so would be anti-dilutive. |
Income taxes | Income taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
Fair Value Measurements | Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. |
LOAN FROM RELATED PARTIES (Tabl
LOAN FROM RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LOAN FROM RELATED PARTIES | |
Schedule of loan from related parties | June 30 December 31, 2021 2020 (Unaudited) (Audited) $ $ Loan from related parties 376,250 376,250 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
Schedule of deferred tax assets | June 30, December 31, 2021 2020 (Unaudited) (Audited) $ $ Deferred tax assets: Pre-tax loss as reported (815,206) (803,194) U.S. statutory tax rate 21 % 21 % Expected tax expense (benefit) 171,193 168,671 Total deferred tax assets 171,193 168,671 Less: Valuation allowance (171,193) (168,671) Net deferred tax assets — — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Loan from related party | June 30 December 31, 2021 2020 (Unaudited) (Audited) $ $ The following transactions were carried out with related parties: Balance sheet: Loan from related party 376,250 376,250 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segmentshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Working capital deficit | $ 454,790 | $ 454,790 | |||
Loss from operations | (13,640) | $ (15,564) | $ (34,936) | ||
Accumulated deficit | (815,206) | (815,206) | $ (803,194) | ||
Revenues | $ 0 | ||||
Number of operating segments | segment | 1 | ||||
FDIC insured amount | $ 250,000 | $ 250,000 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 30,000 |
PURCHASED INTANGIBLE ASSETS, _2
PURCHASED INTANGIBLE ASSETS, NET (Details) - Leo Riders Company [Member] - USD ($) | Sep. 13, 2020 | Nov. 26, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Percentage of post transaction outstanding capital to be issued | 40.00% | |||
Amount of funds to be raised | $ 2,000,000 | |||
Term | 120 days | |||
Maximum loan amount | $ 460,000 | |||
Percentage of shares to be transferred as penalty. | 50.00% | |||
Loan amount transferred to be repaid | $ 400,000 | |||
Percentage of interest on outstanding capital stock valuation | 5.00% | |||
Valuation of percentage of outstanding share capital to be transferred | $ 9,000,000 | |||
Loan advances | $ 185,000 | $ 0 | $ 50,000 | |
Total loan advances | $ 235,000 | |||
Amount Agreed to Pay | $ 72,000 | |||
Amount of Monthly Payments | 5,000 | |||
Amount of Further Payment | $ 160,000 | |||
Provision for loans and advances | $ 235,000 |
LOAN FROM RELATED PARTIES (Deta
LOAN FROM RELATED PARTIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
LOAN FROM RELATED PARTIES | ||
Loan from related party | $ 376,250 | $ 376,250 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | Mar. 12, 2018 | Aug. 21, 2014 | Mar. 23, 2014 | Mar. 31, 2014 | Jun. 30, 2021 | Dec. 31, 2020 |
Issuance of share for Merger Agreement | 28,980,000 | |||||
Stock issued for professional services, shares | 4,409,196 | |||||
Stock issued for professional services | $ 441 | |||||
Stock issued as consideration for license rights, shares | 2,548,853 | |||||
Stock issued as consideration for license rights | $ 255 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of shares owned | 7,894,625 | |||||
Number of shares cancelled | 6,024,601 | |||||
Related Party [Member] | ||||||
Stock issued for professional services, shares | 23,041,951 | |||||
Stock issued for professional services | $ 2,304 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.00525 | $ 0.0001 | ||||
Stock Issued During Period, Value, New Issues | $ 236,250 | |||||
Stock Issued During Period, Shares, New Issues | 45,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | ||
Pre-tax loss as reported | $ (815,206) | $ (803,194) |
U.S. statutory tax rate | 21.00% | 21.00% |
Expected tax expense (benefit) | $ 171,193 | $ 168,671 |
Total deferred tax assets | 171,193 | 168,671 |
Less: Valuation allowance | (171,193) | (168,671) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
INCOME TAXES | |
Operating Loss Carryforwards | $ 815,206 |
Tax loss carryforwards expiration year | 2039 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Balance sheets: | ||
Loan from related party | $ 376,250 | $ 376,250 |