Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Jun. 08, 2020 | Sep. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Olivia Ventures, Inc. | ||
Entity Central Index Key | 0001738021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Common Stock, Shares Outstanding | 5,000,000 | ||
Entity Filer Number | 000-55939 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 3,745 | $ 4,866 |
Total current assets | 3,745 | 4,866 |
Total assets | 3,745 | 4,866 |
Current liabilities | ||
Accrued expenses | 8,707 | 3,330 |
Note payable - stockholder | 103,110 | 72,125 |
Total current liabilities | 111,817 | 75,455 |
Total liabilities | 111,817 | 75,455 |
Stockholders' deficit | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $.0001 par value, 50,000,000 authorized shares; 5,000,000 shares issued and outstanding | 500 | 500 |
Accumulated deficit | (108,572) | (71,089) |
Total stockholders' deficit | (108,072) | (70,589) |
Total liabilities and stockholders' deficit | $ 3,745 | $ 4,866 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
General and administrative expenses | 32,105 | 32,759 |
Loss from operations | (32,105) | (32,759) |
Other expenses | ||
Interest expense | 5,378 | 3,278 |
Net loss | $ (37,483) | $ (36,037) |
Loss per common share - basic and dilutive | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding - basic and dilutive | 5,000,000 | 5,000,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ (deficit) - USD ($) | Preferred Stock | Common Stock | Accumulated Deficit | Total |
Balance at Mar. 31, 2018 | $ 500 | $ (35,052) | $ (34,552) | |
Balance, Shares at Mar. 31, 2018 | 5,000,000 | |||
Net loss | (36,037) | (36,037) | ||
Balance at Mar. 31, 2019 | $ 500 | (71,089) | (70,589) | |
Balance, Shares at Mar. 31, 2019 | 5,000,000 | |||
Net loss | (37,483) | (37,483) | ||
Balance at Mar. 31, 2020 | $ 500 | $ (108,572) | $ (108,072) | |
Balance, Shares at Mar. 31, 2020 | 5,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (37,483) | $ (36,037) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Increase in accrued expenses | 5,377 | 3,278 |
Net cash (used in) operating activities | (32,106) | (32,759) |
Cash flows from financing activities: | ||
Collection of stock subscription receivable | 25 | |
Proceeds from note payable - stockholder | 30,985 | 37,600 |
Net cash provided by financing activities | 30,985 | 37,625 |
Net (decrease) increase in cash | (1,121) | 4,866 |
Cash, beginning of year/period | 4,866 | |
Cash, end of year/period | $ 3,745 | $ 4,866 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 - Nature of Operations Olivia Ventures, Inc. (the "Company") was incorporated in the State of Delaware on March 20, 2018. The Company's management has chosen March 31 st The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company's principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of financial statements in conformity with GAAP 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheets at cost, which approximates fair value. For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. There are no cash equivalents at the balance sheet dates. Income Taxes The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740, 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 bases. Deferred tax assets, including tax loss and credit carry-forwards, 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 income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Loss per Common Share Basic loss per common share has been calculated by dividing the Company's net loss available to common stockholders by the weighted average number of common shares outstanding during the year. The diluted (loss) per share is calculated by dividing the Company's net loss available to common stockholders by the diluted weighted average number of shares outstanding for the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. Emerging Growth Company The Company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3 - Income Taxes As of March 31, 2020 and 2019, the Company has net operating loss carryforwards (NOLs) of approximately $109,000 and $71,000 respectively, to reduce future federal and state taxable income through 2039 subject to the change in ownership provisions under IRC 382. These NOLs result in a deferred tax asset as of March 31, 2020 and 2019, of approximately $23,000 and $15,000, respectively, against which a full valuation allowance has been recorded because the Company's management believes future realization of the related income tax benefit is uncertain. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company's tax years are subject to federal and state tax examination. On December 22, 2017, the enactment date, the Tax Cuts and Jobs Act ("Act") was signed into law. The Act effectively reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate. The benefit from income taxes consists of the following: Year Ended Year ended Current expense: Federal $ - $ - Deferred tax benefit: Federal (7,900 ) (7,600 ) Valuation allowance 7.900 7,600 Total $ - $ - The difference between the tax provision at the statutory federal income tax rate on March 31, 2020 and 2019, and the tax provision attributable to loss before income taxes is as follows: Year Ended Year ended Statutory federal income tax rates 21 % 21 % Valuation allowance -21 % -21 % Effective tax rate, net - - |
Capital Stock
Capital Stock | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Capital Stock | Note 4 - Capital Stock Preferred Stock As of March 31, 2020 and 2019, the Company has 5,000,000 shares of preferred stock, par value of $.0001, authorized and none issued or outstanding. Common Stock As of March 31, 2020 and 2019, the Company has 50,000,000 shares of common stock, par value of $.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common stock. |
Commitments and Related Party T
Commitments and Related Party Transactions | 12 Months Ended |
Mar. 31, 2020 | |
Commitments and Related Party Transactions [Abstract] | |
Commitments and Related Party Transactions | Note 5 - Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On March 22, 2018, the Company issued a promissory note (the "Note") to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. Interest shall accrue on the outstanding principal amount of the Note on the basis of a 360-day year from the date of borrowing until paid in full at the rate of six percent (6%) per annum. As of March 31, 2020 and 2019, the total amount due under the Note was $111,817 and $75,455 including accrued interest of $8,707 and $3,330, respectively, which is reported as accrued expenses in the accompanying balance sheet. |
Going Concern
Going Concern | 12 Months Ended |
Mar. 31, 2020 | |
Going Concern [Abstract] | |
Going Concern | Note 6 - Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of approximately $109,000, has negative working capital of approximately $108,000, and has a stockholders' deficit of approximately $108,000, as of March 31, 2020. Management believes these conditions raise substantial doubt about the Company's ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings from the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Covid-19
Covid-19 | 12 Months Ended |
Mar. 31, 2020 | |
Covid-19 [Abstract] | |
COVID-19 | Note 7 – COVID-19 On March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a "pandemic." A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies and financial markets worldwide. The business of any potential target company with which the Company consummates a business combination could be materially and adversely affected. Furthermore, the Company may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company's personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company's ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely affected. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events On May 27, 2020, the Company filed with the SEC, and on May 28, 2020, it amended, a Schedule 14F-1 Information Statement relating to an anticipated change in the composition of its board of directors that is expected to occur in connection with a proposed merger to be completed by and among the Company, a to-be-formed wholly-owned subsidiary of the Company ("Merger Sub"), and Compass Therapeutics LLC, a Delaware limited liability company ("Compass"), pursuant to which Merger Sub would merge with and into Compass, with Compass continuing as the surviving entity (the "Merger") and as the Company's wholly-owned subsidiary, after which the Company would continue the business of Compass. The Merger would occur pursuant to an Agreement and Plan of Merger and Reorganization expected to be entered into by and among the Company, Compass and Merger Sub (the "Merger Agreement"). Compass is a clinical-stage biotechnology company targeting the human immune synapse with a new generation of monoclonal and multispecific antibody therapeutics. Pursuant to the terms of the proposed Merger Agreement, it is expected that all outstanding limited liability company membership units of Compass will be converted into shares of our Common Stock, such that the holders of Compass equity before the proposed Merger will own more than 95% of the outstanding shares of our Common Stock after the Merger (before giving effect to a potential private placement offering of Common Stock by the Company that we expect will be consummated simultaneously with or immediately after the proposed Merger), resulting in a change of control of the Company. Completion of a private placement financing is expected to be a condition to completion of the Merger. Certain other information regarding the proposed Merger and proposed changes to the management and share ownership of the Company is set forth in the Schedule 14F-1, as amended. The foregoing description of the proposed Merger Agreement and potential Common Stock private placement and related matters does not purport to be complete and is qualified in its entirety by the terms of the actual Merger Agreement and of terms and documentation for a private placement, none of which has yet been completed and executed. The proposed Merger is expected to be subject to satisfaction of a number of other conditions precedent, and there can be no assurance that the Merger Agreement will be signed or that the Merger or Common Stock private placement will be consummated or other such conditions satisfied. If and when the Merger Agreement is signed, it will be further described in and filed by the Company with the SEC as an exhibit to a Current Report on Form 8-K. If and when a Common Stock private placement is consummated, it will be further described in, and material agreements relating thereto will be filed by the Company with the SEC as exhibits to, a Current Report on Form 8-K. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheets at cost, which approximates fair value. For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. There are no cash equivalents at the balance sheet dates. |
Income Taxes | Income Taxes The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740, 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 bases. Deferred tax assets, including tax loss and credit carry-forwards, 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 income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Loss per Common Share | Loss per Common Share Basic loss per common share has been calculated by dividing the Company's net loss available to common stockholders by the weighted average number of common shares outstanding during the year. The diluted (loss) per share is calculated by dividing the Company's net loss available to common stockholders by the diluted weighted average number of shares outstanding for the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. |
Emerging Growth Company | Emerging Growth Company The Company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Year Ended Year ended Current expense: Federal $ - $ - Deferred tax benefit: Federal (7,900 ) (7,600 ) Valuation allowance 7.900 7,600 Total $ - $ - |
Schedule of effective income tax rate and the U.S. federal income tax rate | Year Ended Year ended Statutory federal income tax rates 21 % 21 % Valuation allowance -21 % -21 % Effective tax rate, net - - |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Current expense: | ||
Federal | ||
Deferred tax benefit: | ||
Federal | (7,900) | (7,600) |
Valuation allowance | 7,900 | 7,600 |
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rates | 21.00% | 21.00% |
Valuation allowance | (21.00%) | (21.00%) |
Effective tax rate |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | ||
Dec. 22, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes (Textual) | |||
Net operating loss carryforwards | $ 109,000 | $ 71,000 | |
Deferred tax asset valuation allowance | $ 23,000 | $ 15,000 | |
Net operating loss carryforwards, description | The enactment date, the Tax Cuts and Jobs Act ("Act") was signed into law. The Act effectively reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
Capital Stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Commitments and Related Party_2
Commitments and Related Party Transactions (Details) - USD ($) | 1 Months Ended | ||
Mar. 22, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Related Party Transactions (Textual) | |||
Interest rate, description | Interest shall accrue on the outstanding principal amount of the Note on the basis of a 360-day year from the date of borrowing until paid in full at the rate of six percent (6%) per annum. | ||
Total amount due | $ 111,817 | $ 75,455 | |
Accrued interest | $ 8,707 | $ 3,330 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Going Concern (Textual) | |||
Negative working capital | $ 108,000 | ||
Incurred losses from inception | 109,000 | ||
Stockholders' deficit | $ (108,072) | $ (70,589) | $ (34,552) |