Cover
Cover | 9 Months Ended |
Jun. 30, 2023 shares | |
Cover [Abstract] | |
Entity Registrant Name | Kinetic Group Inc. |
Entity Central Index Key | 0001696195 |
Document Type | 10-Q |
Amendment Flag | false |
Current Fiscal Year End Date | --09-30 |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Current Reporting Status | Yes |
Document Period End Date | Jun. 30, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2023 |
Entity Ex Transition Period | false |
Entity Common Stock Shares Outstanding | 26,320,200 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity File Number | 333-216047 |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 47-4685650 |
Entity Interactive Data Current | Yes |
Entity Address Address Line 1 | 2801 NW 7TH Avenue |
Entity Address City Or Town | Miami |
Entity Address Postal Zip Code | 33122 |
City Area Code | 786 |
Local Phone Number | 712-6827 |
Entity Address State Or Province | FL |
CONDENSED, and CONSOLIDATED BAL
CONDENSED, and CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Current Assets | ||
Cash | $ 123 | $ 13,665 |
Due from Related Parties | 550,000 | 550,000 |
Total assets | 550,123 | 563,665 |
Current Liabilities | ||
Accout payable and acrued liabilities | 119,607 | 43,902 |
Advance Receivables | 0 | 0 |
Total current Liabilities | 119,607 | 43,902 |
Stockholders' Equity (Deficit): | ||
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 26,320,200 share issued and outstanding as June 30, 2023 | 26,320 | 26,320 |
Additional paid-in capital | 744,322 | 744,222 |
Accumulated deficit | (340,126) | (250,779) |
Total stockholders' equity (deficit) | 430,516 | 519,763 |
Total Liabilities and Stockholder's Equity (Deficit) | $ 550,123 | $ 563,665 |
CONDENSED and CONSOLIDATED BALA
CONDENSED and CONSOLIDATED BALANCE SHEETS (Parenthetical) | Jun. 30, 2023 $ / shares shares |
CONDENSED, and CONSOLIDATED BALANCE SHEETS | |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares authorized | 75,000,000 |
Common stock, shares issued | 26,320,200 |
Common stock, shares outstanding | 26,320,200 |
UNAUDITED, CONDENSED and CONSOL
UNAUDITED, CONDENSED and CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
UNAUDITED, CONDENSED and CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of revenue | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating Expenses: | ||||
Officer Compensation | 13,500 | 4,500 | 33,750 | 4,500 |
General and administrative | 7,003 | 5,900 | 19,793 | 5,900 |
Acquisition Fee | 0 | 25,026 | 0 | 25,026 |
Professional Fees-Others | 31,291 | 0 | 35,804 | 0 |
Total operating expenses | 51,794 | 35,426 | 89,347 | 35,426 |
Income (Loss) from Operations | (51,794) | (35,426) | (89,347) | (35,426) |
Income tax provision | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (51,794) | $ (35,426) | $ (89,347) | $ (35,426) |
Net Loss Per Common Share: | ||||
Net Loss per common share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Outstanding - Basic and Diluted | 26,320,200 | 26,010,200 | 26,320,200 | 26,010,200 |
UNAUDITED, CONDENSED and CONS_2
UNAUDITED, CONDENSED and CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Sep. 30, 2021 | 23,710,200 | |||
Balance, amount at Sep. 30, 2021 | $ 0 | $ 23,710 | $ 174,212 | $ (197,922) |
Officer stock-based compensation, shares | 2,300,000 | |||
Officer stock-based compensation, amount | 2,300 | $ 2,300 | 0 | 0 |
Net income (loss) | (3,300) | $ 0 | 0 | (3,300) |
Balance, shares at Dec. 31, 2021 | 26,010,200 | |||
Balance, amount at Dec. 31, 2021 | (1,000) | $ 26,010 | 174,212 | (201,222) |
Balance, shares at Sep. 30, 2021 | 23,710,200 | |||
Balance, amount at Sep. 30, 2021 | 0 | $ 23,710 | 174,212 | (197,922) |
Net income (loss) | (35,426) | |||
Balance, shares at Jun. 30, 2022 | 26,010,200 | |||
Balance, amount at Jun. 30, 2022 | 512,574 | $ 26,010 | 724,212 | (237,648) |
Balance, shares at Dec. 31, 2021 | 26,010,200 | |||
Balance, amount at Dec. 31, 2021 | (1,000) | $ 26,010 | 174,212 | (201,222) |
Net income (loss) | (1,000) | $ 0 | 0 | (1,000) |
Balance, shares at Mar. 31, 2022 | 26,010,200 | |||
Balance, amount at Mar. 31, 2022 | (2,000) | $ 26,010 | 174,212 | (202,222) |
Net income (loss) | (35,426) | (35,426) | ||
Additional paid in Capital | 550,000 | 550,000 | ||
Balance, shares at Jun. 30, 2022 | 26,010,200 | |||
Balance, amount at Jun. 30, 2022 | 512,574 | $ 26,010 | 724,212 | (237,648) |
Balance, shares at Sep. 30, 2022 | 26,320,200 | |||
Balance, amount at Sep. 30, 2022 | 519,763 | $ 26,320 | 744,222 | (250,779) |
Net income (loss) | (16,319) | $ 0 | 0 | (16,319) |
Additional paid in Capital | 90 | 90 | ||
Balance, shares at Dec. 31, 2022 | 26,320,200 | |||
Balance, amount at Dec. 31, 2022 | 503,534 | $ 26,320 | 744,312 | (267,098) |
Balance, shares at Sep. 30, 2022 | 26,320,200 | |||
Balance, amount at Sep. 30, 2022 | 519,763 | $ 26,320 | 744,222 | (250,779) |
Net income (loss) | (89,347) | |||
Balance, shares at Jun. 30, 2023 | 26,320,200 | |||
Balance, amount at Jun. 30, 2023 | 430,516 | $ 26,320 | 744,322 | (340,126) |
Balance, shares at Dec. 31, 2022 | 26,320,200 | |||
Balance, amount at Dec. 31, 2022 | 503,534 | $ 26,320 | 744,312 | (267,098) |
Net income (loss) | (21,234) | (21,234) | ||
Additional paid in Capital | 10 | 10 | ||
Balance, shares at Mar. 31, 2023 | 26,320,200 | |||
Balance, amount at Mar. 31, 2023 | 482,310 | $ 26,320 | 744,322 | (288,332) |
Net income (loss) | (51,794) | 0 | 0 | (51,794) |
Additional paid in Capital | 0 | $ 0 | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 26,320,200 | |||
Balance, amount at Jun. 30, 2023 | $ 430,516 | $ 26,320 | $ 744,322 | $ (340,126) |
UNAUDITED, CONDENSED and CONS_3
UNAUDITED, CONDENSED and CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (89,347) | $ (35,426) |
Changes in Operating Assets and Liabilities- | ||
Accounts payable and accrued expenses | 8,650 | |
Payroll payable | 4,500 | |
Accounts payable - related party | 75,705 | 22,276 |
Net Cash Provided (Used) by Operating Activities | (13,642) | 0 |
Investing Activities: | ||
Acquisition of property and equipment | 0 | 0 |
Acquisition of software | 0 | 0 |
Net Cash Used in Investing Activities | 0 | 0 |
Financing Activities: | ||
Additional paid in Capital | 0 | 0 |
Proceeds from issuance of common stock | 100 | 0 |
Cash advances - related party | 0 | 0 |
Net Cash Provided by Financing Activities | 100 | 0 |
Net Change in Cash | (13,542) | 0 |
Cash - Beginning of Period | 13,665 | 0 |
Cash - End of Period | 123 | 0 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income tax paid | 0 | 0 |
Non Cash Financing and Investing Activities: | ||
Accrued compensation-officer-forgiven and contributed to capital | 0 | 0 |
Common stock issued for asset | 0 | 0 |
Common stock cancellation | $ 0 | $ 0 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Jun. 30, 2023 | |
Organization and Operations | |
Organization and Operations | Note 1 – Organization and Operations Kinetic Group Inc., a Nevada corporation, (the “Company”) was formed under the laws of the State of Nevada on June 6, 2014. Kinetic Group Inc. (“KNIT” or “Company”) changed its business description and now is a technology holding company, offering digital transformation through AI technology to enterprises looking to improve strategic and operational decision making. KNIT accelerates the digital transformation of companies by converting property, plants and equipment into Smart Assets which enhance productivity. The Company will generate revenue from acquisitions in Latin America and operations in North America. On April 18, 2023, The Company announced that it has signed a formal Memorandum of Understanding with an profitable AI Company. As a result of the possible acquisition, KINETIC will own 100% of an early entrant AI company offering digital transformation to enterprises. KNIT will offer customizable AI solutions to businesses to improve their decision making, reduce risk and improve operations. Customized solutions, including Digital Twins, Smart Assets, AI predictive analytics and Metaverse engagement are designed to produce significant productivity improvements. KNIT is an early mover in offering a suite of AI business services to both the private and public sectors. The Company also hired CIM Securities LLC as lead placement agent in a $3 million raise structured as an 8% PIK Dividend Series A Convertible Participating Preferred. The preferred offers a 1.5x liquidation preference and is priced at $1.00 per preferred share. Use of funds is to promote international sales and rollout a subscription-based revenue model. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principle of consolidation The accompanying consolidated financial statements include all of the accounts of the Company as of June 30, 2023 and 2022. Development Stage company Kinetic Group Inc. is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing the business. All losses accumulated since Inception (June 4, 2014) have been considered as part of the Company’s development stage activities, and last loss consider acquisition cost for new shareholders. In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Kinetic Group has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. (ii) Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. (iii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. Property and Equipment Property and equipment will be recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided. Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 statements of operations in the period that includes the enactment date. The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Uncertain Tax Positions The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 on June 30, 2023 and 2022. Earnings per Share Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45- 35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, will have a material effect on the accompanying financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Jun. 30, 2023 | |
Going Concern | |
Going Concern | Note 3 – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, acquisition of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company at June 30, 2023, with new stockholder’s acquisition eliminated accumulated deficit and the company now has positive stockholder equity of US$ 430,516. The Company is attempting to generate sufficient revenue and at the present time, daily operations are being supported by stockholders. Management intends to raise additional funds by way of a private or public offering. A new offering is open for $40,000,000. At June 30, 2023, the company had sold 10,000 shares from this new offering. The company issued 300,000 shares to International Monetary according to the agreement signed from the new offering approved. While the Company believes in the viability of its strategy to continue operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The company is discussing now the Purchase Agreement with an profitable AI Company which is planned to close at end of July 2023. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment on June 30, 2023 and September 30, 2022 consisted of the following: Property and Equipment Estimated usefull lives (Years) 30-Jun-23 31-Mar-23 September 30, 2022 Computer equipment 5 $ - $ - $ - Less accumulated depreciation $ - $ - $ - Computer equipment, net $ - $ - $ - Software 1 $ - $ - $ - Less accumulated amortization $ - $ - $ - Software, net $ - $ - $ - Total property and equipment, net - - - Depreciation expense Depreciation expense for the nine-months period ended June 30, 2023 and for the year ended September 30, 2022 was $0 and $0, respectively. |
Asset Acquisition
Asset Acquisition | 9 Months Ended |
Jun. 30, 2023 | |
Asset Acquisition | |
Asset Acquisition | Note 5 – Asset Acquisition On June 30. 2022, all Agreements signed for former Stockholders were canceled or rescinded. All agreements with Ontario Limited, an Ontario corporation (“Ontario”), Corette and others were closed. On May 18, 2022 The Company announced signing a binding Letter of Intent ("LOI") with GSS INFRASTRUCTURE ("GSSI") www.gssinfrastructure.com to acquire a 100% interest in GSSI. This Letter of Intent ("LOI") was canceled On April 18, 2023, The Company signed a formal Memorandum of Understanding to acquire a profitable AI company established in Colombia. |
Note Payable
Note Payable | 9 Months Ended |
Jun. 30, 2023 | |
Note Payable | |
Note Payable | Note 6 – Note Payable On June 30, 2022, with the acquisition of new owners, all Notes Payable before May 24, 2022 were canceled and KINETIC management has not made any instrument of debt with other companies, except with stockholders who have supported expenses for acquisition, legal and administrative costs while the company generates it’s own resources. On June 30, 2023, total debts are $119,607 that include $65,953 to shareholders and a related company and $51,760 with the CFO and $1,894 with others. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 7 – Related Party Transactions Consulting services from President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Legal Officer Consulting services provided by the Company’s officers for the six months ended June 30, 2023 and 2022 were as follows: Nine Months Ended June 30, 2023 Nine Months Ended September 30, 2022 Consulting Services from Company's Officers (Unaudited) (Audited) President, Chief Executive Officer $ - $ 2,300 Chief Financial Officer, Secretary and Treasurer $ 33,750 $ 18,000 TOTAL $ 33,750 $ 20,300 Debt Settlement With acquisition and new stockholder’s all debt from management were canceled. On June 30, 2023, the company has debt with major stockholders for $65,953 |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 9 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 8 – Stockholders’ Equity (Deficit) Shares authorized Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy five million 75,000,000) shares of common stock, par value $0.001 per share. Total outstanding shares: 26,320,200 Stockholder Total Shares of Common Stock Percentage Ownership Canopi Group S.A. 5,969,650 22.68 % Partnership CK LLV 2,984,825 11.34 % New Gate Investments S.A 2,505,700 9.52 % Ana Maria Mendez 4,844,650 18.41 % Maria Christina Mendez 122,000 0.46 % Steven Steinmetz 3,000 0.01 % Telco Acquisition Partners LLC 5,644,650 21.45 % Jackeline Bullon 325,000 1.23 % Broad Waters Global Capital SA 3,438,925 13.07 % Michelle Santiago 35,300 0.13 % Jose Benjamin Zapata 12,500 0.05 % Total 25,886,200 98.4 % OPEN MARKET (*) 124,000 0.47 % NEW OFFERING (**) 310,000 1.18 % TOTAL OUSTANDING 26,320,200 100.00 % Regulation D Offering The Company filed with the Securities and Exchange Commission a notice of an exempt offering of the Company’s securities on the Form D (the “Offering”). The Company is offering stock worth $40,000,000 under the Offering at market price with discount. The Securities are being offered by the Company through its officers and directors on a “best efforts” basis, pursuant to a non-public offering exemption from the registration requirements imposed by the Securities Act of 1933, under Regulation D, Rule 506, as amended (“1933 Act”). The Securities are not being registered and may not be resold unless they are registered under applicable Federal and State laws. The offering will expire on May 31, 2024. (see exhibits) On June 30, 2023 the company has sold 10,000 common shares at price of $2.00. This sale represents the only cash received by company in the period ended September 30, 2022. The company gave 300,000 shares to International Monetary according to the agreement signed. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 9 – Subsequent Events In accordance with ASC 855-10 we have analyzed our operations subsequent from September 30,2022 to June 30, 2023, date of these financial statement were issued, and have determined that we do not have any material subsequent events to disclose in these financial statements. (a) Departure of Directors On May 24, 2022, Aitan Zacharin, the former Company’s chief executive officer and sole director, resigned from both positions in connection with the transfer of his shares to the New Shareholders announced on that date. On July 22. 2022, Juan Pablo Bernal the Company’s chief executive officer resigned from his positions in KINETIC and kept his position as CEO of GSS Infrastructure, company which KINETIC signed a MDE for acquisition. (c) Appoint of Officers On July 22, 2022, the Company appointed Ana Maria Mendez as its new President and Director. Ms. Méndez has over 15 years’ experience in financial services, working throughout Latin America, Canada and Spain. She has also been CEO of several oil and gas companies. Ana María received her MBA from Columbia University and her dual undergraduate degrees in Economics and Psychology from the University of Miami. Ana Maria Mendez has not been a party to any transactions with any related persons of the Company at any point in time. (d) Appointment of Directors On July 22, 2022, the Company appointed Damien Grider to its board of directors. Damien Grider has not been a party to any transactions with any related persons of the Company at any point in time. (e) Appointment of Management On August 3, 2022, the Company appointed Roberto Mora to its CFO (Chief Financial Officer). (f) Other Events 1. On May 12, 2023 and officialized in June 23, 2023 in 8K, business activities of KINETIC was adjusted to: Kinetic Group Inc. (“KNIT” or “Company”) is a technology holding company, offering digital transformation through AI technology to enterprises looking to improve strategic and operational decision making. KNIT accelerates the digital transformation of companies by converting property, plants and equipment into Smart Assets which enhance productivity. 2. On January 2023, KINETIC canceled LOI for acquisition of GSS Infrastructure and possible acquisition of it. 3. On March 2023, KINETIC canceled agreements with Miami Acounting Group. 4. Kinetic Group Inc. has signed a Memorandum of Understanding to acquire a profitable artificial intelligence software company providing accurate AI predictive software for enterprise digital transformation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | The Company’s unaudited, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principle of consolidation | The accompanying consolidated financial statements include all of the accounts of the Company as of June 30, 2023 and 2022. |
Development Stage company | Kinetic Group Inc. is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing the business. All losses accumulated since Inception (June 4, 2014) have been considered as part of the Company’s development stage activities, and last loss consider acquisition cost for new shareholders. In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Kinetic Group has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. (ii) Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. (iii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. |
Property and Equipment | Property and equipment will be recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. |
Related Parties | The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Revenue Recognition | The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided. |
Income Tax Provision | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 statements of operations in the period that includes the enactment date. The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Uncertain Tax Positions | The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 on June 30, 2023 and 2022. |
Earnings per Share | Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45- 35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. |
Cash Flows Reporting | The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.. |
Subsequent Events | The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. |
Recently Issued Accounting Pronouncements | Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, will have a material effect on the accompanying financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Schedule of Property and Equipment | Property and Equipment Estimated usefull lives (Years) 30-Jun-23 31-Mar-23 September 30, 2022 Computer equipment 5 $ - $ - $ - Less accumulated depreciation $ - $ - $ - Computer equipment, net $ - $ - $ - Software 1 $ - $ - $ - Less accumulated amortization $ - $ - $ - Software, net $ - $ - $ - Total property and equipment, net - - - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Schedule of Related Party Transactions | Nine Months Ended June 30, 2023 Nine Months Ended September 30, 2022 Consulting Services from Company's Officers (Unaudited) (Audited) President, Chief Executive Officer $ - $ 2,300 Chief Financial Officer, Secretary and Treasurer $ 33,750 $ 18,000 TOTAL $ 33,750 $ 20,300 |
Stockholders Equity (Deficit) (
Stockholders Equity (Deficit) (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity (Deficit) | |
Schedule of Restricted Stock Cancellation and Issuance | Stockholder Total Shares of Common Stock Percentage Ownership Canopi Group S.A. 5,969,650 22.68 % Partnership CK LLV 2,984,825 11.34 % New Gate Investments S.A 2,505,700 9.52 % Ana Maria Mendez 4,844,650 18.41 % Maria Christina Mendez 122,000 0.46 % Steven Steinmetz 3,000 0.01 % Telco Acquisition Partners LLC 5,644,650 21.45 % Jackeline Bullon 325,000 1.23 % Broad Waters Global Capital SA 3,438,925 13.07 % Michelle Santiago 35,300 0.13 % Jose Benjamin Zapata 12,500 0.05 % Total 25,886,200 98.4 % OPEN MARKET (*) 124,000 0.47 % NEW OFFERING (**) 310,000 1.18 % TOTAL OUSTANDING 26,320,200 100.00 % |
Organization and Operations (De
Organization and Operations (Details Narrative) $ / shares in Units, $ in Millions | 9 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Organization and Operations (Details Narrative) | |
Securities purchased | $ | $ 3 |
Price per preferred share | $ / shares | $ 1 |
Acquisition | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Jun. 30, 2023 | |
Tax benefits recognized, description | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures |
Computer Equipment [Member] | |
Property and equipment, useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property and equipment, useful lives | 7 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Stockholder equity | $ 430,516 | $ 482,310 | $ 503,534 | $ 519,763 | $ 512,574 | $ (2,000) | $ (1,000) | $ 0 |
Shares sold in new offering, shares | 10,000 | |||||||
New offering amount | $ 40,000,000 | |||||||
International Monetary [Member] | ||||||||
Shares sold in new offering, shares | 300,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | |
Computer Equipment [Member] | |||
Estimated useful life | 5 years | ||
Total property and equipment, net | $ 0 | $ 0 | $ 0 |
Property and equipment, gross | 0 | 0 | 0 |
Property and equipment, accumulated amortization | $ 0 | 0 | 0 |
Software Development [Member] | |||
Estimated useful life | 1 year | ||
Total property and equipment, net | $ 0 | 0 | 0 |
Property and equipment, gross | 0 | 0 | 0 |
Property and equipment, accumulated amortization | $ 0 | $ 0 | $ 0 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Property and Equipment | ||
Depreciation expense | $ 0 | $ 0 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) | May 18, 2022 |
GSS INFRASTRUCTURE [Member] | Warrant Agreement [Member] | |
Ownership rights percentage | 100% |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Total debt | $ 119,607 | $ 43,902 |
Shareholders [Member] | ||
Total debt | 65,953 | |
CFO [Member] | ||
Total debt | 51,760 | |
Others [Member] | ||
Total debt | $ 1,894 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Consulting services | $ 33,750 | $ 20,300 |
President, Chief Executive Officer [Member] | ||
Consulting services | 0 | 2,300 |
Chief Financial Officer, Secretary and Treasurer [Member] | ||
Consulting services | $ 33,750 | $ 18,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Total debt | $ 119,607 | $ 43,902 |
Debt [Member] | ||
Total debt | $ 65,953 |
Stockholders Equity (Deficit)_2
Stockholders Equity (Deficit) (Details) | 9 Months Ended |
Jun. 30, 2023 shares | |
Number of common stock shares cancelled | 25,886,200 |
Ownership percentange | 98.40% |
Open market | 124,000 |
New offering | 310,000 |
Total outstanding | 26,320,200 |
Open market ownership percentage | 0.47% |
New offering ownership percentage | 1.18% |
Total outstanding | 100% |
Stock Cancellation Agreements [Member] | Canopi Group S.A. [Member] | |
Number of common stock shares cancelled | 5,969,650 |
Ownership percentange | 22.68% |
Stock Cancellation Agreements [Member] | Partnership CK LLV [Member] | |
Number of common stock shares cancelled | 2,984,825 |
Ownership percentange | 11.34% |
Stock Cancellation Agreements [Member] | New Gate Investments S.A [Member] | |
Number of common stock shares cancelled | 2,505,700 |
Ownership percentange | 9.52% |
Stock Cancellation Agreements [Member] | Ana Maria Mendez [Member] | |
Number of common stock shares cancelled | 4,844,650 |
Ownership percentange | 18.41% |
Stock Cancellation Agreements [Member] | Maria Christina Mendez [Member] | |
Number of common stock shares cancelled | 122,000 |
Ownership percentange | 0.46% |
Stock Cancellation Agreements [Member] | Steven Steinmetz [Member] | |
Number of common stock shares cancelled | 3,000 |
Ownership percentange | 0.01% |
Stock Cancellation Agreements [Member] | Telco Acquisition Partners LLC [Member] | |
Number of common stock shares cancelled | 5,644,650 |
Ownership percentange | 21.45% |
Stock Cancellation Agreements [Member] | Jackeline Bullon [Member] | |
Number of common stock shares cancelled | 325,000 |
Ownership percentange | 1.23% |
Stock Cancellation Agreements [Member] | Broad Waters Global Capital SA [Member] | |
Number of common stock shares cancelled | 3,438,925 |
Ownership percentange | 13.07% |
Stock Cancellation Agreements [Member] | Michelle Santiago [Member] | |
Number of common stock shares cancelled | 35,300 |
Ownership percentange | 0.13% |
Stock Cancellation Agreements [Member] | Jose Benjamin Zapata [Member] | |
Number of common stock shares cancelled | 12,500 |
Ownership percentange | 0.05% |
Stockholders Equity (Deficit)_3
Stockholders Equity (Deficit) (Details Narrative) | 9 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Common stock shares offering price | $ | $ 40,000,000 |
Common stock, shares authorized | 75,000,000 |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares outstanding | 26,320,200 |
Shares price | $ / shares | $ 2 |
Shares sold in new offering, shares | 10,000 |
International Monetary [Member] | |
Shares sold in new offering, shares | 300,000 |