Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2018 | Aug. 20, 2019 | Jan. 01, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Atlantic Acquisition II, Inc. | ||
Entity Central Index Key | 0001714232 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Is Entity's Reporting Status Current? | No | ||
Entity Ex Transition Period | false | ||
Entity Filer Category | Smaller Reporting Company | ||
Is Entity a Small Business? | true | ||
Is Entity an Emerging Growth Company | true | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | ||
Entity Public Float | $ 0 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Is Entity a Shell Company? | true | ||
dei:EntityVoluntaryFilers | Yes | ||
dei:EntityVoluntaryFilers | No | ||
File Number | 333-221490 |
Balance Sheets (unaudited)
Balance Sheets (unaudited) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
ASSETS | ||
Total assets | $ 0 | $ 0 |
Current liabilities | ||
Due to Related Party | 15,949 | 6,000 |
Total current liabilities | 15,949 | 6,000 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2017 and September 30, 2017 | ||
Common stock, $0.0001 par value; 175,000,000 shares authorized; 21,000,000 shares issued and outstanding as of December 31, 2017 and September 30, 2017 | 2,000 | 2,000 |
Additional paid in capital | 23,750 | 23,750 |
Accumulated deficit | (41,699) | (31,750) |
Total stockholders' deficit | (15,949) | (6,000) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
Balance Sheets (unaudited) (Par
Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jul. 31, 2018 | Jul. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 20,000,000 | 20,000,000 |
Common stock shares outstanding | 20,000,000 | 20,000,000 |
Preferred stock par value | $ .0001 | $ 0.0001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Statements of Operations (unaud
Statements of Operations (unaudited) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Jul. 31, 2018 | |
Operating expenses | ||
General and Administrative expenses | $ 31,750 | $ 9,949 |
Total operating expenses | 31,750 | 9,949 |
Net loss | $ (31,750) | $ (9,949) |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Basic and diluted weighted average common shares outstanding | 20,000,000 | 20,000,000 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Jun. 28, 2017 | ||||
Beginning balance, value at Jun. 28, 2017 | ||||
Shares issued to directors for services (inception)- shares | 16,200,000 | |||
Shares issued to directors for services inception) - shares | $ 1,620 | 14,580 | $ 16,200 | |
Shares issued for services (inception) - shares | 3,800,000 | |||
Shares issued for services (inception) - value | $ 380 | 3,420 | 3,800 | |
Expenses paid by related party contributed to capital | 5,750 | 5,750 | ||
Net loss | (31,750) | (31,750) | ||
Ending balance, shares at Jul. 31, 2017 | 20,000,000 | |||
Ending balance, value at Jul. 31, 2017 | $ 2,000 | 23,750 | (31,750) | (6,000) |
Net loss | (9,699) | (9,699) | ||
Ending balance, shares at Jan. 31, 2018 | 20,000,000 | |||
Ending balance, value at Jan. 31, 2018 | $ 2,000 | 23,750 | (41,699) | (15,949) |
Beginning balance, shares at Jul. 31, 2017 | 20,000,000 | |||
Beginning balance, value at Jul. 31, 2017 | $ 2,000 | $ 23,750 | $ (31,750) | (6,000) |
Net loss | (9,949) | |||
Ending balance, value at Jul. 31, 2018 | $ (15,949) |
Statements of Cash Flows (unaud
Statements of Cash Flows (unaudited) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Aug. 31, 2017 | Jan. 31, 2018 | Jul. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||||
Net loss | $ (31,750) | $ 9,949 | $ (9,699) | $ (9,949) |
Expenses paid by related party on behalf of Company- due to related party | 5,750 | |||
Stock based compensation | 20,000 | |||
Net cash used in operating activities | 6,000 | 9,949 | ||
Net change in cash | ||||
Cash, beginning of period | ||||
Cash, end of period | ||||
Supplemental cash flow information | ||||
Cash paid for interest | ||||
Cash paid for income taxes |
1 - NATURE OF BUSINESS
1 - NATURE OF BUSINESS | 12 Months Ended |
Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | Note 1 - Nature of Business Atlantic Acquisition II, Inc. (the Company) was incorporated under the laws of the State of Nevada on June 29, 2017 with the principal business objective of merging with or being acquired by another entity and is therefore a blank check company. The Company has elected a fiscal year end of July 31. |
2. SIGNIFICANT ACCOUNTING POLIC
2. SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | Note 2 - Significant Accounting Policies Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. No deferred tax assets or liabilities were recognized at July 31, 2017. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company’s financial liabilities are measured at fair value and include its due to related payable. These liabilities are subject to the measurement and disclosure requirements of ASC 820 and are considered to be Level 3 inputs. Related Parties The Company follows ASC 850, Related Party Disclosures, Share-based Expense ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The Company had no stock-based compensation plans as of July 31, 2018. A stock based expense was $0 and 20,000 for the year end July 31, 2018 and for the period June 29, 2017 to July 31, 2017. Cash For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents at July 31, 2018 or July 31, 2017 Earnings Per Share Information FASB ASC 260, “Earnings Per Share” provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding. Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the year ended December 31, 2018 and for the period from June 29, 2017 (inception) through July 31, 2017, the Company has a net loss of approximately $10,000 and $32,000 and an accumulated deficit of approximately $42,000 and $32,000. Currently, the Company does not have cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. Recent Accounting Pronouncements There were recently issued updates most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our financial position, results of operations or cash flows. |
3. STOCKHOLDERS_ DEFICIT
3. STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
SHAREHOLDERS’ DEFICIT | Note 3 - Stockholders’ Deficit Common stock The authorized common stock as of both July 31, 2018 and 2017 of the Company consists of 300,000,000 shares with a $0.0001 par value. During November 2017, the company amended their Articles of Incorporation to increase the number of authorize shares of stock to 32,000 shares of common stock per value $.0001 and preferred stock with per value $.0001. the holders of the common stock are entitled to one vote for each share of stock and to receive dividends declared by the Board of Directors. On June 29, 2017, the Company’s 3 officers and directors were issued 5,400,000 common shares each for services. The value of the total shares issued was $16,200 On June 29, 2017, Robert Bubeck, the CEO paid expenses of $5,750 on behalf of the Company and were considered capital contributions. On June 29, 2017 Miguel Dotres and John Gladdis were issued 800,000 and 3,000,000 shares respectively for consulting services fair valued at $800 and $3,000. There were 20,000,000 common shares issued and outstanding as of July 31, 2018. Preferred stock The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.0001 par value and none issued and outstanding. The rights and terms of preferred stockholders are to be determined by the Board of Directors. |
4. INCOME TAXES
4. INCOME TAXES | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
INCOME TAXES | Note 4 - INCOME TAXES Any net loss carryforward may be subject to the 382 limitation upon a change in control as defined therein. As of July 31, 2018, and for the period June 29, 2017 to July 31, 2017, the Company has incurred a net loss of approximately $10,000 and $32,000 which resulted in a net operating loss carryforward of $11,750 for income tax purposes. The loss results in a deferred tax asset of approximately $3,995 at the effective statutory rate of 34%. The deferred tax asset has been off-set by an equal valuation allowance. Our net loss carryforward will begin to expire in 2037. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended July 31, 2018 applicable under ACS 740. As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. |
5. RELATED PARTY TRANSACTIONS
5. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jul. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS The Company has a related party payable to one of the shareholders of the Company as of April 30 th st |
5. SUBSEQUENT EVENT
5. SUBSEQUENT EVENT | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
5SUBSEQUENT EVENT | Note 6—Subsequent Events During April 2019, the company sold 1,135,000 shares of common stock at a price of $0.02 to 43 investors. The proceeds from the sale of stock are being held in a non-interest bearing. Escrow account at a financial institution. No funnels have been released to the company. On January 29, 2019, the company executed an exchange agreement with The Perfectly Green Corp. Ca Texas Corporation on behalf of their shareholders and member, whereby the Board of Directors of AAII and The Perfectly Green Corp have approved the acquisition of 100% of the outstanding shares in the Perfectly Green Corp, by AAII. The terms of the exchange agreement that were approved is the exchange of 100% ownership interests in The Perfectly Green Corp for 91% of the past transection AAII issued shares. The transaction is expected to close July 2019. |