Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | VIGILANT DIVERSIFIED HOLDINGS, INC./NV | ||
Entity Central Index Key | 0001653099 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 560,850 | ||
Entity Common Stock, Shares Outstanding | 16,398,400 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 58 | $ 9,102 |
Other receivable | 870 | |
TOTAL ASSETS | 928 | 9,102 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 114,536 | 78,094 |
Related party advances | 37,210 | 24,125 |
TOTAL LIABILITIES | 151,746 | 102,219 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Authorized 5,000,000 preferred shares, $0.0001 par, none issued and outstanding on December 31, 2019 and 2018 | ||
Common Stock; Authorized 100,000,000 common shares, $0.0001 par, 16,398,400 issued and outstanding on December 31, 2019 and 2018 | 1,640 | 1,640 |
Additional paid-in capital | 342,762 | 342,762 |
Accumulated Deficit | (495,220) | (437,519) |
TOTAL STOCKHOLDERS' DEFICIT | (150,818) | (93,117) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 928 | $ 9,102 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock shares, authorized | 5,000,000 | 5,000,000 |
Preferred stock shares, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares, issued | ||
Preferred stock shares, outstanding | ||
Common stock shares, authorized | 100,000,000 | 100,000,000 |
Common stock shares, par value | $ 0.0001 | $ 0.0001 |
Common stock shares, issued | 16,398,400 | 16,398,400 |
Common stock shares, outstanding | 16,398,400 | 16,398,400 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expenses | ||
General & administrative expenses | $ 1,996 | $ 2,762 |
Professional fees | 52,726 | 48,273 |
Franchise tax | 1,631 | |
Salaries, wages and benefits | 1,728 | |
Transfer agent and filings | 1,348 | 9,156 |
Total Expenses | 57,701 | 61,919 |
Net Loss for the Year | $ (57,701) | $ (61,919) |
Basic loss per common share | $ 0 | $ 0 |
Diluted loss per common share | $ 0 | $ 0 |
Weighted average number of common shares outstanding Basic and diluted | 16,398,400 | 16,398,400 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 1,640 | $ 342,762 | $ (375,600) | $ (31,198) |
Balance, shares at Dec. 31, 2017 | 16,398,400 | |||
Net loss for the period | (61,919) | (61,919) | ||
Balance at Dec. 31, 2018 | $ 1,640 | 342,762 | (437,519) | (93,117) |
Balance, shares at Dec. 31, 2018 | 16,398,400 | |||
Net loss for the period | (57,701) | (57,701) | ||
Balance at Dec. 31, 2019 | $ 1,640 | $ 342,762 | $ (495,220) | $ (150,818) |
Balance, shares at Dec. 31, 2019 | 16,398,400 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net Loss | $ (57,701) | $ (61,919) |
Changes in operating assets and liabilities: | ||
Other receivable | (870) | |
Prepaid expense | 2,827 | |
Accounts payable and accrued liabilities | 36,442 | 40,367 |
Net cash used by operating activities | (22,129) | (18,725) |
FINANCING ACTIVITIES: | ||
Related party advances | 13,085 | 24,125 |
Net cash provided by financing activities | 13,085 | 24,125 |
Net cash (decrease) increase | (9,044) | 5,400 |
Cash, beginning | 9,102 | 3,702 |
Cash, ending | 58 | 9,102 |
Supplemental cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1 - NATURE OF BUSINESS Vigilant Diversified Holdings, Inc. (“the Company”) was incorporated in the State of Nevada as a for-profit company on June 30, 2015. On October 29, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) to acquire up to 100% of the issued and outstanding shares of the common stock of FUGA, Inc., a Wyoming corporation (“FUGA”) in exchange for 5,500,000 shares of the Company’s common stock. The closing of the transaction under the Agreement is subject to certain conditions including the customary board and shareholder approval of FUGA’s audit and the transaction. |
Ability to Continue as a Going
Ability to Continue as a Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Ability to Continue as a Going Concern | NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, 2019, the Company had not yet achieved profitable operations, has incurred cumulative losses of $495,220 and expects to incur significant further losses in the development of its business, which casts substantial doubt about the Company’s ability to continue as a going concern. To remain a going concern, the Company will be required to obtain the necessary financing to pursue its plan of operation or complete an acquisition of a profitable company. Management plans to obtain the necessary financing through the issuance of equity and/or advances from related parties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Cash The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. As of December 31, 2019, and 2018, the Company does not have any cash and cash equivalents. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. Loss per Share The Company’s basic earnings (loss) per share are calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings (loss) per share is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Fair Value of Financial Instruments The Company’s financial instruments as defined by FASB ASC 825, “Financial Instruments” FASB ASC 820 “Fair Value Measurements and Disclosures” ● Level 1. Observable inputs such as quoted prices in active markets; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 4–INCOME TAXES A reconciliation of the income taxes at statutory rates with the reported taxes is as follows: 2019 2018 Net loss for the year $ (57,701 ) $ (61,919 ) Expected income tax recovery at statutory rate of 21% (12,000 ) (13,000 ) Change in valuation allowance 12,000 13,000 Total income tax recovery $ - $ - The significant components of the Company’s deferred tax assets that have not been included on the balance sheet are as follows: 2019 2018 Deferred tax assets Net operating losses $ 104,000 $ 92,000 Valuation allowance (104,000 ) (92,000 ) Net deferred tax asset $ - $ - 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. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of December 31, 2019, the Company has non-capital losses of approximately $495,000 which will may be carried forward to offset future taxable income indefinitely. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 5–STOCKHOLDERS’ EQUITY The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value and is authorized to issue 5,000,000 shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company. The Company did not issue any stock in 2019 or 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6–RELATED PARTY TRANSACTIONS The directors and officers of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts. One of the Company’s major shareholder is owned by the Company’s legal counsel. During the year ended December 31, 2019 and 2018, the Company’s legal counsel was owed $93,438 and $65,500, respectively and also advanced the Company $925 and $100, respectively. During the years ended December 31, 2019 and 2018, the related party legal fees were $36,850 and $38,000 respectively. During the years ended December 31, 2019 and 2018, one of the Company’s other major shareholder, MT Capital Partners, LLC, which is owned by one of the Company’s officer and director, advanced the Company $11,925 and $24,025, respectively. These amounts are unsecured and do not bear any terms of interest or repayment. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. As of December 31, 2019, and 2018, the Company does not have any cash and cash equivalents. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. |
Loss Per Share | Loss per Share The Company’s basic earnings (loss) per share are calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings (loss) per share is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments as defined by FASB ASC 825, “Financial Instruments” FASB ASC 820 “Fair Value Measurements and Disclosures” ● Level 1. Observable inputs such as quoted prices in active markets; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | A reconciliation of the income taxes at statutory rates with the reported taxes is as follows: 2019 2018 Net loss for the year $ (57,701 ) $ (61,919 ) Expected income tax recovery at statutory rate of 21% (12,000 ) (13,000 ) Change in valuation allowance 12,000 13,000 Total income tax recovery $ - $ - |
Schedule of Deferred Tax Assets | The significant components of the Company’s deferred tax assets that have not been included on the balance sheet are as follows: 2019 2018 Deferred tax assets Net operating losses $ 104,000 $ 92,000 Valuation allowance (104,000 ) (92,000 ) Net deferred tax asset $ - $ - |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - shares | Oct. 29, 2018 | Dec. 31, 2019 |
Ownership percentage | 50.00% | |
Share Exchange Agreement [Member] | FUGA, Inc. [Member] | ||
Business acquisition, equity interest issued, number of shares | 5,500,000 | |
Share Exchange Agreement [Member] | FUGA, Inc. [Member] | Maximum [Member] | ||
Ownership percentage | 100.00% |
Ability to Continue as a Goin_2
Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Incurred cumulative losses | $ (495,220) | $ (437,519) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2019USD ($) |
Income Tax Disclosure [Abstract] | |
Non-capital losses carry forward | $ 495,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net loss for the year | $ (57,701) | $ (61,919) |
Expected income tax recovery at statutory rate of 21% | (12,000) | (13,000) |
Change in valuation allowance | 12,000 | 13,000 |
Total income tax recovery |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 104,000 | $ 92,000 |
Valuation allowance | (104,000) | (92,000) |
Net deferred tax asset |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Common stock shares, par value | $ 0.0001 | $ 0.0001 |
Common stock shares, authorized | 100,000,000 | 100,000,000 |
Preferred stock shares, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares, authorized | 5,000,000 | 5,000,000 |
Ownership percentage | 50.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Legal services fee | $ 36,850 | $ 38,000 |
MT Capital Partners, LLC [Member] | ||
Related party advances | $ 11,925 | 24,025 |
Advances conditions, description | These amounts are unsecured and do not bear any terms of interest or repayment. | |
Legal Counsel [Member] | ||
Legal services fee | $ 93,438 | 65,500 |
Related party advances | $ 925 | $ 100 |