Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | Universal Gaming Corporation | ||
Entity Central Index Key | 0001670196 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 304,242,500 | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 333-210419 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 47-3812711 | ||
Entity Address Address Line 1 | 1710 Rhode Island Avenue NW | ||
Entity Address Address Line 2 | 2nd Floor, | ||
Entity Address City Or Town | Washington | ||
Entity Address State Or Province | DC | ||
Entity Address Postal Zip Code | 20036 | ||
City Area Code | 202 | ||
Auditor Name | ASSURANCE DIMENSIONS | ||
Auditor Location | Margate, Florida | ||
Auditor Firm Id | 5036 | ||
Local Phone Number | 999-6598 | ||
Security 12b Title | Common | ||
Trading Symbol | UGCC | ||
Entity Interactive Data Current | No |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 0 | $ 0 |
TOTAL ASSETS | 0 | 0 |
CURRENT LIABILITIES | ||
Accounts payable | 104,179 | 35,124 |
Advances from related parties | 329,130 | 177,502 |
TOTAL LIABILITIES | 433,309 | 212,626 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 304,242,500 and 64,242,500 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 304,242 | 64,242 |
Additional paid-in capital | (285,887) | (45,887) |
Accumulated deficit | (451,664) | (230,981) |
TOTAL STOCKHOLDERS' DEFICIT | (433,309) | (212,626) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
BALANCE SHEETS | ||
Preferred Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 304,242,500 | 64,242,500 |
Common Stock, Shares Outstanding | 304,242,500 | 64,242,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING EXPENSES | ||
General and administrative | $ 220,683 | $ 48,450 |
TOTAL OPERATING EXPENSES | (220,683) | (48,450) |
NET LOSS | $ (220,683) | $ (48,450) |
LOSS PER COMMON SHARE - BASIC AND DILUTED | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 248,524,555 | 64,242,500 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital (deficiency) | Accumulated Deficit |
Balance, shares at Dec. 31, 2021 | 64,242,500 | |||
Balance, amount at Dec. 31, 2021 | $ (164,176) | $ 64,242 | $ (45,887) | $ (182,531) |
Net loss | (48,450) | $ 0 | 0 | (48,450) |
Balance, shares at Dec. 31, 2022 | 64,242,500 | |||
Balance, amount at Dec. 31, 2022 | (212,626) | $ 64,242 | (45,887) | (230,981) |
Net loss | (220,683) | $ 0 | 0 | (220,683) |
Issuance of common shares for IP acquisition (Note 4), shares | 240,000,000 | |||
Issuance of common shares for IP acquisition (Note 4), amount | 0 | $ 240,000 | (240,000) | 0 |
Balance, shares at Dec. 31, 2023 | 304,242,500 | |||
Balance, amount at Dec. 31, 2023 | $ (433,309) | $ 304,242 | $ (285,887) | $ (451,664) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (220,683) | $ (48,450) |
Changes in operating assets and liabilities: | ||
Accounts payable | 69,055 | 10,812 |
NET CASH USED IN OPERATING ACTIVITIES | (151,628) | (37,638) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related party | 151,628 | 37,638 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 151,628 | 37,638 |
NET CHANGE IN CASH | 0 | 0 |
CASH, BEGINNING OF PERIOD | 0 | 0 |
CASH, END OF PERIOD | $ 0 | $ 0 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Universal Gaming Corporation, formerly known as Deseo Swimwear Inc. (the “Company”) was incorporated in the State of Nevada on April 20, 2015 and established a fiscal year end of December 31. The Company was originally organized to design, manufacture and sell Dominican Republic inspired swimwear. However, as a result of the consummation of the transactions contemplated by the IP Asset Contribution Agreement discussed in note 3 below, the Company’s business operations are expected to change over time to providing gaming operations outside the United States. On July 15, 2022, the Company entered into a contribution agreement (the “Contribution Agreement”) with Cody Development Corp, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks. Under the terms of the Contribution Agreement, Mr. Ricks agreed to contribute to the Company 100% of the capital stock of Cody. The Company was then indebted to Jon Darmstadter a significant shareholder of the Company (“Darmstadter”) for loans made in the amount of $127,304. On June 23, 2022, Ricks Investments paid $75,000 on behalf of the Company in partial payment of the debt and agreed to pay the $52,304 balance on the closing of the transactions with Cody and its affiliate. The transactions proposed by the Contribution Agreement, and all related agreements, were not consummated. The Contribution Agreement, and all related agreements, between the Company, Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual waiver and release of all claims related thereto. As part of the waiver and release, Mr Ricks was paid the $75,000 he previously paid to Mr. Darmstadter on behalf of the Company. On February 14, 2023, Michael Rosen, then the Company’s sole officer and director, sold his shares of common stock of the Company to Mr. Darmstadter pursuant to a stock purchase agreement. On February 17, 2023, Mr. Darmstadter sold such shares to John Ioannis Neocleous pursuant to a stock purchase agreement. As a result of the acquisition of the shares, Mr. Neocleous held approximately 54% of the issued and outstanding shares of common stock of the Company, and as such is able to unilaterally control the election of the members of our Board of Directors (the “Board”), and all matters upon which shareholder approval is required and, ultimately, the direction of our Company. On February 17, 2023, the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company. Upon such resignations, Mr. Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company. Effective as of 12:01 AM on October 11, 2023, Deseo Swimwear Inc. changed its corporate name (the “Name Change”) to “Universal Gaming Corporation” (the “Company”). The Name Change was approved by the Board and shareholders and was effected through the filing of a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. In addition, in connection with the Name Change, the Company’s ticker symbol was changed from DSWR to UGCC. Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. Risks and Uncertainties The pandemic caused by an outbreak of a new strain of coronavirus (“COVID-19”) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. Based on the Company’s current assessment, the Company does not expect a material impact on its long-term operation due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, operations, suppliers, industry, and workforce. Use of Estimates and Assumptions Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the Company has no active bank accounts. Earnings (Loss) per Common Share The basic loss per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted (loss) per share are the same as basic (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2023 and 2022, there were no common stock equivalents outstanding. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, 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 balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 income in the period that includes the date of enactment or substantive enactment. Recent Accounting Standards The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 – GOING CONCERN To date the Company has generated no revenues from its business operations and has incurred operating losses since inception. As at December 31, 2023, the Company has a working capital deficit of $433,309 and has reported an accumulated deficit of $451,664. Our net cash used in operating activities was $151,628 and $37,638 for the year ended December 31, 2023 and 2022, respectively. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months from the issue date of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2023, Blue Circle Enterprises B.V, which is controlled by Mr. Neocleous, the Company’s sole officer and director and principal shareholder, paid $151,628 of expenses on behalf of the Company. At December 31, 2022, the Company also owed two former CEOs and a former shareholder an aggregate amount of $177,502 for expenses paid on behalf of the Company, which is included in the “Advances from related parties” account in the balance sheet. During the year ended December 31, 2023, these were then sold/assigned to Mr Neocleous as part of the change in ownership (Note 1). Total advances to related parties as of December 31, 2023 amounted to $329,230. The balances due are unsecured and non-interest-bearing with no set terms of repayment. On March 24, 2023, the Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company (the “Contributor”) which is majority-owned by Mr. Neocleous, the Company’s sole officer and director and principal shareholder, to effect the acquisition of certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”). The Acquired Technology included a sublicense of Gaming License under No.: 8048/JAZ2020-054 issued by the Government of Curaçao, with two URLs, WWW.BETEUROSPORT.COM and WWW.BETSWISS.COM, that are structured and designed for the processing of gaming activities. Pursuant to the terms of the IP Contribution Agreement, the Company agreed to issue 240,000,000 shares of common stock $0.001 par value, to the Contributor as consideration for the Contributor’s asset contribution to the Company. On March 24, 2023 the Company issued 135,737,500 shares of its common stock to the Contributor. On March 28, 2023, the Company increased its authorized shares to 500,000,000 and the remaining 104,262,500 shares of common stock were issued to Blue Circle Enterprises B.V.. As a result of the issuance of such shares to Blue Circle Enterprises B.V., Mr. Neocleous, together with Blue Circle Enterprises B.V. and another entity controlled by Mr. Neocleous, Blue Circle Investments Cyprus Ltd., which acquired outstanding shares of the Company’s common stock in March 2023 from former shareholders, holds approximately 93% of the Company’s issued and outstanding common stock. The Contributor considered the Acquired Technology as finite-life intangible assets. Intangible assets, such as a gaming sublicense, that have a finite life are amortized on a straight-line basis over their estimated useful lives. Intangible assets are assessed for impairment in accordance with the provisions of FASB ASC 350. The Contributor reviewed the carrying amount of its amortized intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Measurement of Acquired Technology’s revenue generation capacity is conducted continuously to identify any need to recognize impairment. The Acquired Technology has not produced any revenue to date and represents 100% of the assets of the Contributor. The Acquired Technology was valued at the Contributor’s historical cost and was impaired prior to the contribution to the Company with a current carrying value of $0. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
EQUITY | |
EQUITY | NOTE 4 – EQUITY The Company has 1,000,000 preferred shares authorized with a par value of $0.001. The Company has 500,000,000 common shares authorized with a par value of $0.001 per share. On March 28, 2023, the Company filed a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada effecting an increase in the authorized shares of common stock from 200,000,000 to 500,000,000 shares. The Company issued 240,000,000 shares of common stock in March 2023 to a related party for the Acquired Technology, see note 3, Related Party Transactions. Preferred Shares Designation. The Company has authorized a series of preferred stock designated as the Series A Super Voting Preferred Stock, $0.001 par value per share (the “Series A Super Voting Preferred Stock”). Number of Shares. The number of shares of Series A Super Voting Preferred Stock authorized shall be ten thousand (10,000) shares. Each share of Series A Super Voting Preferred Stock shall have a stated value equal to $0.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series A Stated Value”); Dividends. Initially, there will be no dividends due or payable on the Series A Super Voting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation, as amended. Any and all such future terms concerning dividends shall be reflected in an amendment to the Articles of Incorporation, which the Board shall promptly file or cause to be filed with the Secretary of State of the State of Nevada. No shares of Series A Super Voting Preferred Stock were outstanding as of December 31, 2023 or December 31, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 – INCOME TAXES The significant components of deferred income tax assets at December 31, 2023 and 2022 are as follows: December 31, 2023 December 31, 2022 Net operating loss carry-forward $ 94,957 $ 48,614 Less: valuation allowance (94,957 ) (48,614 ) Net deferred income tax asset $ - $ - The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income. As of December 31, 2023, and 2022, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended December 31, 2023 and December 31, 2022 and no interest or penalties have been accrued as of December 31, 2023 and 2022. As of December 31, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. A reconciliation of the provision for income taxes at the United States federal statutory rate for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Net loss before income taxes per financial statements $ (220,683 ) (48,450 ) Income tax rate 21 % 21 % Income tax benefit at statutory rate (46,343 ) (10,175 ) Change in valuation allowance 46,343 10,175 Provision for income taxes $ - - The Company has not filed its federal and state tax returns for the year ended December 31, 2023, The Net operating losses (“NOLs”) for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of December 31, 2023, the Company had approximately $190,000 of federal net operating losses that may be available to offset future taxable income. The net operating loss carry-forward arising in taxable years beginning before December 31, 2017 will begin to expire in the year 2035. For losses arising in taxable years beginning after December 31, 2017, the net operating loss carryforward has an indefinite life. However, the utilization of the net operating loss carryforward is limited to 80% of taxable income. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The Company | Universal Gaming Corporation, formerly known as Deseo Swimwear Inc. (the “Company”) was incorporated in the State of Nevada on April 20, 2015 and established a fiscal year end of December 31. The Company was originally organized to design, manufacture and sell Dominican Republic inspired swimwear. However, as a result of the consummation of the transactions contemplated by the IP Asset Contribution Agreement discussed in note 3 below, the Company’s business operations are expected to change over time to providing gaming operations outside the United States. On July 15, 2022, the Company entered into a contribution agreement (the “Contribution Agreement”) with Cody Development Corp, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks. Under the terms of the Contribution Agreement, Mr. Ricks agreed to contribute to the Company 100% of the capital stock of Cody. The Company was then indebted to Jon Darmstadter a significant shareholder of the Company (“Darmstadter”) for loans made in the amount of $127,304. On June 23, 2022, Ricks Investments paid $75,000 on behalf of the Company in partial payment of the debt and agreed to pay the $52,304 balance on the closing of the transactions with Cody and its affiliate. The transactions proposed by the Contribution Agreement, and all related agreements, were not consummated. The Contribution Agreement, and all related agreements, between the Company, Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual waiver and release of all claims related thereto. As part of the waiver and release, Mr Ricks was paid the $75,000 he previously paid to Mr. Darmstadter on behalf of the Company. On February 14, 2023, Michael Rosen, then the Company’s sole officer and director, sold his shares of common stock of the Company to Mr. Darmstadter pursuant to a stock purchase agreement. On February 17, 2023, Mr. Darmstadter sold such shares to John Ioannis Neocleous pursuant to a stock purchase agreement. As a result of the acquisition of the shares, Mr. Neocleous held approximately 54% of the issued and outstanding shares of common stock of the Company, and as such is able to unilaterally control the election of the members of our Board of Directors (the “Board”), and all matters upon which shareholder approval is required and, ultimately, the direction of our Company. On February 17, 2023, the previous sole officer and director of the Company, Michael Rosen, resigned his positions with the Company. Upon such resignations, Mr. Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company. Effective as of 12:01 AM on October 11, 2023, Deseo Swimwear Inc. changed its corporate name (the “Name Change”) to “Universal Gaming Corporation” (the “Company”). The Name Change was approved by the Board and shareholders and was effected through the filing of a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. In addition, in connection with the Name Change, the Company’s ticker symbol was changed from DSWR to UGCC. |
Basis Of Presentation | These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. |
Risks And Uncertainties | The pandemic caused by an outbreak of a new strain of coronavirus (“COVID-19”) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. Based on the Company’s current assessment, the Company does not expect a material impact on its long-term operation due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, operations, suppliers, industry, and workforce. |
Use Of Estimates And Assumptions | Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. |
Cash And Cash Equivalents | For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the Company has no active bank accounts. |
Earnings (loss) Per Common Share | Earnings (Loss) per Common Share The basic loss per common share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted (loss) per share are the same as basic (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2023 and 2022, there were no common stock equivalents outstanding. |
Income Taxes | The Company follows the asset and liability method of accounting for income taxes. Under this method, 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 balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 income in the period that includes the date of enactment or substantive enactment. |
Recent Accounting Standards | The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Schedule of deferred income tax assets | December 31, 2023 December 31, 2022 Net operating loss carry-forward $ 94,957 $ 48,614 Less: valuation allowance (94,957 ) (48,614 ) Net deferred income tax asset $ - $ - |
Schedule of components of provision for income taxes | December 31, 2023 December 31, 2022 Net loss before income taxes per financial statements $ (220,683 ) (48,450 ) Income tax rate 21 % 21 % Income tax benefit at statutory rate (46,343 ) (10,175 ) Change in valuation allowance 46,343 10,175 Provision for income taxes $ - - |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | |
Jul. 15, 2022 | Feb. 14, 2023 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Neocleous acquisition of shares percentage | 54% | |
Contribution of capital stock percentage | 100% | |
Shareholders loans | $ 127,304 | |
Investment partial payment | 75,000 | |
Balance investment amount payment | $ 52,304 | |
Description of waiver | Mr Ricks was paid the $75,000 he previously paid to Mr. Darmstadter on behalf of the Company |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
GOING CONCERN | ||
Net cash used in operating activities | $ 151,628 | $ 37,638 |
Accumulated Deficit | (451,664) | $ (230,981) |
Working Capital Deficit | $ (433,309) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, shares Issue | 304,242,500 | 64,242,500 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 | |
Represent Asset Contributor Percentage | 100% | ||
Advances from related party | $ 329,230 | ||
Current carrying value | 0 | ||
Blue Circle Enterprises Member | |||
Due to related party | 151,628 | ||
Cheif Executive Officer Member | |||
Due to related party | $ 177,502 | $ 177,502 | |
IP Contribution Agreement Member | |||
Common stock, shares Issue | 135,737,500 | 240,000,000 | |
Common Stock, Par Value | $ 0.001 | ||
Description of IP Contribution Agreement | the Company increased its authorized shares to 500,000,000 and the remaining 104,262,500 shares of common stock were issued to Blue Circle Enterprises B.V | ||
Hold Issued And Outstanding Common Stock Percentage | 93% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 28, 2023 | Dec. 31, 2022 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Issued | 304,242,500 | 64,242,500 | ||
Acquired Technology [Member] | ||||
Common Stock, Shares Issued | 240,000,000 | |||
Minimum [Member] | State of Nevada [Member] | ||||
Common Stock, Shares Authorized | 200,000,000 | |||
Maximum [Member] | State of Nevada [Member] | ||||
Common Stock, Shares Authorized | 500,000,000 | |||
Series A Super Voting Preferred Stock [Member] | ||||
Preferred Stock, Shares Authorized | 10,000 | |||
Preferred Stock, Par Value | $ 0.001 | |||
Designation Series A Super Voting Preferred Stock [Member] | ||||
Preferred Stock, Par Value | $ 0.001 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
INCOME TAXES | ||
Net operating loss carry-forward | $ 94,957 | $ 48,614 |
Less: valuation allowance | (94,957) | (48,614) |
Net deferred income tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Net loss before income taxes per financial statements | $ (220,683) | $ (48,450) |
Income tax rate | 21% | 21% |
Income tax benefit at statutory rate | $ (46,343) | $ (10,175) |
Change in valuation allowance | 46,343 | 10,175 |
Provision for income taxes | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
INCOME TAXES | |
Operating loss carryforward, Description | The net operating loss carry-forward arising in taxable years beginning before December 31, 2017 will begin to expire in the year 2035 |
Net operating loss to be charged against future taxable income | $ 190,000 |
Operating loss carryforward usable against taxable income, Percentage | 80% |