Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 27, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Tribal Rides International Corp. | ||
Entity Central Index Key | 0001624985 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Is Entity Emerging Growth Company? | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Public Float | $ 43,950,000 | ||
Entity Common Stock, Shares Outstanding | 36,057,500 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Shell Company | false | ||
Entity file number | 333-200344 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Code | NV |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 0 | $ 0 |
Total current assets | 0 | 0 |
Patents, net | 3,273 | 0 |
Total assets | 3,273 | 0 |
Current liabilities | ||
Accounts payable and accrued liabilities | 26,584 | 11,509 |
Note payable | 40,000 | 40,000 |
Due to related parties | 23,857 | 0 |
Total current liabilities | 90,441 | 51,509 |
Total liabilities | 90,441 | 51,509 |
Commitments and Contingencies | ||
Shareholders' Equity (Deficit) | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized; 36,057,500 and 11,057,500 shares issued and outstanding at December 31, 2020 and 2019, respectively | 3,606 | 1,106 |
Additional paid in capital | 87,979 | 86,842 |
Accumulated deficit | (178,753) | (139,457) |
Total Equity | (87,168) | (51,509) |
Total Liabilities and Equity (Deficit) | $ 3,273 | $ 0 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 36,057,500 | 11,057,500 |
Common stock, shares outstanding | 36,057,500 | 11,057,500 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Selling and marketing | 3,140 | 0 |
General and administrative | 34,156 | 22,600 |
Operating Expenses | 37,296 | 22,600 |
Net Income (Loss) from Operations | (37,296) | (22,600) |
Other Income (Expense) | ||
Interest Expense | (2,000) | (2,000) |
Gain on extinguishment of debt | 0 | 620 |
Total other income (expense) | (2,000) | (1,380) |
Net Income (Loss) from Operations before Income Taxes | (39,296) | (23,980) |
Tax Expense | 0 | 0 |
Net Income (Loss) | $ (39,296) | $ (23,980) |
Basic and Diluted Loss Per Share | $ 0 | $ 0 |
Weighted average number of shares outstanding | 35,374,440 | 6,056,952 |
Statement of Shareholders' Equi
Statement of Shareholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 5,857,500 | |||
Beginning balance, value at Dec. 31, 2018 | $ 586 | $ 67,362 | $ (115,477) | $ (47,529) |
Shares issued for services, shares | 5,200,000 | |||
Share issued for services, value | $ 520 | 19,480 | 0 | 20,000 |
Net loss | (23,980) | (23,980) | ||
Ending balance, shares at Dec. 31, 2019 | 11,057,500 | |||
Ending balance, value at Dec. 31, 2019 | $ 1,106 | 86,842 | (139,457) | (51,509) |
Shares issued for asset purchase, shares | 25,000,000 | |||
Shares issued for asset purchase, value | $ 2,500 | 1,137 | 3,637 | |
Net loss | (39,296) | (39,296) | ||
Ending balance, shares at Dec. 31, 2020 | 36,057,500 | |||
Ending balance, value at Dec. 31, 2020 | $ 3,606 | $ 87,979 | $ (178,753) | $ (87,168) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (39,296) | $ (23,980) |
Shares issued for services | 0 | 20,000 |
Gain on extinguishment of debt | 0 | (620) |
Amortization | 364 | 0 |
Increase (decrease) in accrued expenses | 15,076 | 4,600 |
Increase (decrease) in due to related parties | 23,856 | 0 |
Net cash used in operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Net cash provided (used) by investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net cash provided (used) by financing activities | 0 | 0 |
Increase in cash and equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Supplemental disclosures of non-cash investing | ||
Shares issued for asset purchase agreement | $ 3,637 | $ 0 |
1. Organization and Business
1. Organization and Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization and Business We were incorporated on May 19, 2014 in the State of Nevada as Trimax Consulting, Inc. with an initial business plan of providing real estate consulting services and purchasing tax liens. On March 16, 2017, Newfield Global Holdings Limited acquired 25.0 million shares of our common stock representing 96.3% of our then outstanding shares. Upon election of a new Board of Directors and appointment of new management, we altered our business plan to provide end-to-end Human Resource services including recruitment, executive search, campus recruitment, training, and a complete range of Human Resource outsourcing solutions to clients. On May 8, 2017, we filed an Amendment to our Articles of Incorporation changing our name to Xinda International Corp. On February 24, 2021, we filed an Amendment to our Articles of Incorporation changing our name to Tribal Rides International Corp. Our ticker symbol is XNDA. As reported in our Form 8-K dated January 18, 2020, we entered into an Asset Purchase Agreement (the “Agreement”) effective January 10, 2020 with Tribal Rides, Inc., a Nevada corporation (“TribalRides”), and the shareholders of TribalRides (the “Shareholders”). Under the Agreement, we agreed to purchase a majority of the assets of TribalRides, consisting of patent and patent pending technologies in the area of digital transformation of transportation, in exchange for the issuance of 25,000,000 shares of our common stock. See Note 3 for further information. As a result of our asset purchase described above, we are now engaged, in the research and development stage, in the business of digital transformation of transportation. The digital transportation enablement and enhancement platform provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers. The platform gives customers an app-based experience and provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our Company’s year-end is December 31. Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $178,753 as of December 31, 2020. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. 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 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. Cash and Cash Equivalents We consider all short-term investments readily convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents. There is no cash at December 31, 2020 or 2019. Intellectual Property We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset over the remaining life of the Patent, which is approximately ten (10) years. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. As previously noted, the fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2020 and 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include accounts payable and accrued liabilities and related-party advances. Fair values for these items were assumed to approximate carrying values because of their short-term nature or their status of being payable on demand. Long-lived Assets We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Common Stock Issued for Services Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Equity Income Taxes We account for income taxes in accordance with ASC 740 - Income Taxes Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. Net Loss Per Share We compute net income (loss) per share in accordance with ASC 260, Earnings per Share New Accounting Pronouncements We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements. |
3. Asset Purchase Agreement
3. Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Asset Purchase Agreement | 3. Asset Purchase Agreement As described in Note 1, we entered into the Agreement with TribalRides and its shareholders to purchase the patent and patent pending technologies owned by TribalRides in exchange for our Company’s issuance of 25,000,000 of our common shares. We have valued the shares issued in this transaction at the recorded value of the patent assets purchased which was $3,637 at the date of the transaction. See Note 4. |
4. Patents
4. Patents | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 4. Patents We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. The technologies involve anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. We currently own the following patents which have been issued and which are pending: · U.S. Patent 9,984,574, issued May 29, 2018, claims priority to provisional application filed on Jan. 21, 2014; · Pending U.S. application, published as US 2018/0366004 A1, claims priority to provisional application filed on Jan. 21, 2014; and · Pending U.S. application, unpublished, claims priority to three provisional applications filed on Nov. 4, 2019. The software platform that underlies the patents have not created any revenue to date and there is no assurance that any revenue will be created from the patent technologies. As a result, we have recorded the patent asset at the cost of patent fees and other expenses incurred to produce and file the patents. During the year ended December 31, 2020, we recorded patent amortization expense of $364. |
5. Related Party Transactions
5. Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Parties Transactions Due to Related Parties The amount owed to related party as of December 21, 2020 totaling $23,857 represents advances from our CEO, Mr. Joe Grimes. The amount due to related party bears no interest, is unsecured and is repayable on demand. Asset Purchase Agreement The CEO and majority stockholder of TribalRides, Mr. Joe Grimes, is also now the CEO of our Company. As a result of the Agreement described in Note 3, Mr. Grimes is now beneficially the majority owner of our Company. |
6. Note Payable
6. Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | 6. Note Payable On May 29, 2018, we issued a note payable to a service provider in the principal amount of $40,000. The note bears interest at 5% per annum and was repayable six months from the date of issue. The note continues to be outstanding but there are no default provisions in the note. During the years ended December 31, 2020 and 2019, we recorded interest expense of $2,000 which amounts are included on the accompanying Balance Sheets in Accounts Payable and Accrued Liabilities. |
7. Capital Stock
7. Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Capital Stock | 7. Capital Stock Common Stock We are authorized to issue 50,000,000 shares of our $0.0001 par value common stock and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders. As described in Note 3, during the year ended December 31, 2020, we issued 25,000,000 shares of our common stock to TribalRides and its shareholders in accordance with the Agreement. During the year ended December 31, 2019, we issued 5,200,000 shares of our common stock to service providers and recorded a general and administrative expense in the amount of $20,000. The value of the stock issued was based on documentation supplied by the service providers for the value of the services provided. 2020 Stock Incentive Plan Effective June 20, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan (the “Plan”) authorizing a total of 2,500,000 shares of our common stock for future issuances under the Plan. Under the Plan, the exercise price of a granted option shall not be less than 100% of the fair market value on the date of grant (110% of the fair market value in the case of a 10% stockholder). Additionally, no option may be exercisable more than ten (10) years after the date it is granted (no more than five (5) years in the case of a 10% stockholder). Stock Options On June 20, 2020, we granted options to purchase 100,000 of our common shares to each of Messrs. Grimes, Prasad, and Ritacco, all Officers and/or Directors of our Company. The options are exercisable at $0.01 per share, expire five (5) years from the date of grant, and vest ratably beginning December 20, 2021 over the term of the option. The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model and resulted in a de minimis valuation. The assumptions used in determining the fair value of the stock options were as follows December 31, 2020 Expected term in years 5 years Risk-free interest rate 0.33% Annual expected volatility 38.3% Dividend yield 0.00% Risk-free interest rate: Volatility: Dividend yield: Remaining term: Activity related to stock options for 2020 is as follows: Shares Weighted Weighted Aggregate Outstanding, beginning of period – Granted 300,000 $ 0.01 – Outstanding, end of period 300,000 $ 0.01 Exercisable, end of period – $ 0.01 4.5 $ – |
8. Income Taxes
8. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Our Company has not filed any federal income tax returns and we are currently not subject to state income tax filing requirements. As of December 31, 2020, we have net operating loss carryforwards, on a book basis, of $159,373 which may be available to reduce various future years' federal taxable income. Future tax benefits which may result from these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, we have recorded a valuation allowance for the deferred tax asset relating to the net operating loss carry forwards. The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2020 and 2019: 2020 2019 Current tax provisions: Federal $ – $ – State – – Total provision for income taxes $ – $ – Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2020 and 2019: 2020 2019 US federal statutory income tax rate 21.0% 21.0% Stock issued for services -2.8% – Gain on extinguishment of accounts payable – 1.4% Increase in valuation reserve -18.2% -22.4% Total provision for income taxes 0.0% 0.0% The components of our deferred tax assets as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Net operating loss carry forwards $ 33,468 $ 26,308 Less: valuation allowance (33,468 ) (26,308 ) Net deferred tax assets $ – $ – During the year ended December 31, 2020, the valuation reserve increased $7,160 compared to an increase of $2,058 during the year ended and December 31, 2019. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that our Company will not realize some portion or all of the deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined, as of December 31, 2020, that it was more likely than not the deferred tax assets would not be realized. As noted above, we have not filed any federal tax returns, but we plan on bringing our tax filings current as soon as is practical. |
9. Subsequent Events
9. Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Event Effective September 23, 2021, we entered into a Debt Settlement Agreement (the “Debt Agreement”) with the holder of the $40,000 note payable described in Note 6. Under the Debt Agreement, the noteholder agreed to accept $5,000 in full settlement of all amounts owed under the note if the $5,000 is paid within 60 days of the execution of the Debt Agreement. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our Company’s year-end is December 31. |
Going Concern Considerations | Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $178,753 as of December 31, 2020. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. |
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 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term investments readily convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents. There is no cash at December 31, 2020 or 2019. |
Intellectual Property | Intellectual Property We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset over the remaining life of the Patent, which is approximately ten (10) years. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. As previously noted, the fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2020 and 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include accounts payable and accrued liabilities and related-party advances. Fair values for these items were assumed to approximate carrying values because of their short-term nature or their status of being payable on demand. |
Long-lived Assets | Long-lived Assets We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. |
Common Stock Issued for Services | Common Stock Issued for Services Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Equity |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740 - Income Taxes Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. |
Net Loss per Share | Net Loss Per Share We compute net income (loss) per share in accordance with ASC 260, Earnings per Share |
New Accounting Pronouncements | New Accounting Pronouncements We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements. |
7. Capital Stock (Tables)
7. Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Share-based compensation valuation table | December 31, 2020 Expected term in years 5 years Risk-free interest rate 0.33% Annual expected volatility 38.3% Dividend yield 0.00% |
Option activity table | Shares Weighted Weighted Aggregate Outstanding, beginning of period – Granted 300,000 $ 0.01 – Outstanding, end of period 300,000 $ 0.01 Exercisable, end of period – $ 0.01 4.5 $ – |
8. Income Taxes (Tables)
8. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | 2020 2019 Current tax provisions: Federal $ – $ – State – – Total provision for income taxes $ – $ – |
Reconciliation of income taxes | 2020 2019 US federal statutory income tax rate 21.0% 21.0% Stock issued for services -2.8% – Gain on extinguishment of accounts payable – 1.4% Increase in valuation reserve -18.2% -22.4% Total provision for income taxes 0.0% 0.0% |
Deferred taxes | 2020 2019 Net operating loss carry forwards $ 33,468 $ 26,308 Less: valuation allowance (33,468 ) (26,308 ) Net deferred tax assets $ – $ – |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (178,753) | $ (139,457) |
Antidilutive shares | 0 | 0 |
3. Asset Purchase Agreement (De
3. Asset Purchase Agreement (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 18, 2020 | Dec. 31, 2020 | |
Stock issued for asset, value | $ 3,637 | |
Patents [Member] | ||
Stock issued for assets, shares | 25,000,000 | |
Stock issued for asset, value | $ 3,637 |
6. Note Payable (Details Narrat
6. Note Payable (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Note payable | $ 40,000 |
Debt interest rate | 5.00% |
Interest expense | $ 2,000 |
7. Capital Stock (Details - Opt
7. Capital Stock (Details - Options) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Options, beginning balance | 0 |
Options granted | 300,000 |
Options, ending balance | 300,000 |
Options exercisable | 0 |
Weighted average exercise price options granted | $ / shares | $ 0.01 |
Weighted average remaining contractural term | 4 years 6 months |
Aggregate intrinsic value | $ | $ 0 |
7. Capital Stock (Details Narra
7. Capital Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issued for services, value | $ 20,000 | |
Options issued | 300,000 | |
2020 Stock Incentive Plan [Member] | ||
Shares authorized under plan | 2,500,000 | |
Options issued | 300,000 | |
Stock Issued for Services [Member] | ||
Stock issued for services, shares | 5,200,000 | |
Stock issued for services, value | $ 20,000 |
8. Income Taxes (Details - prov
8. Income Taxes (Details - provision) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal current tax provision | $ 0 | $ 0 |
State current tax provision | 0 | 0 |
Total current tax provision | $ 0 | $ 0 |
8. Income Taxes (Details - Reco
8. Income Taxes (Details - Reconciliation) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
US federal statutory income tax rate | 21.00% | 21.00% |
Stock issued for services | (2.80%) | 0.00% |
Gain on extinguishment of accounts payable | 0.00% | 1.40% |
Increase in valuation reserve | (18.20%) | (22.40%) |
Total provision for income taxes | 0.00% | 0.00% |
8. Income Taxes (Details - Defe
8. Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 33,468 | $ 26,308 |
Less: deferred allowance | (33,468) | (26,308) |
Net deferred tax assets | $ 0 | $ 0 |