Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 27, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | CRUCIAL INNOVATIONS CORP. | ||
Entity Central Index Key | 0001766016 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Ex Transition Period | true | ||
Entity Common Stock Shares Outstanding | 32,417,002 | ||
Entity Public Float | $ 3,900,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-229638 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 98-1446012 | ||
Entity Address Address Line 1 | 120 Moorgate | ||
Entity Address City Or Town | London | ||
Entity Address Country | GB | ||
Entity Address Postal Zip Code | EC2M 6UR | ||
City Area Code | 44 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Auditor Firm Id | 5041 | ||
Local Phone Number | 77 4212 5992 | ||
Entity Interactive Data Current | Yes |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 0 | $ 0 |
Prepaid expenses | 10,750 | 0 |
Total current assets | 10,750 | 0 |
Total Assets | 10,750 | 0 |
Current liabilities: | ||
Accounts payable | 6,245 | 429 |
Convertible note and accrued interest | 10,000 | 0 |
Due to related party | 17,500 | 0 |
Total current liabilities | 33,745 | 429 |
Commitments and contingencies | 0 | 0 |
Stockholders' deficiency: | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized 32,417,002 issued and outstanding as of December 31, 2021 and 2020 | 3,241 | 3,241 |
Additional paid-in capital | 87,910 | 87,910 |
Accumulated deficit | (114,146) | (91,580) |
Total stockholders' deficiency | (22,995) | (429) |
Total Liabilities and Stockholders' Deficiency | $ 10,750 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONDENSED BALANCE SHEETS | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares Issued | 32,417,002 | 32,417,002 |
Common Stock, Shares Outstanding | 32,417,002 | 32,417,002 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Professional fees | $ 18,885 | $ 17,861 |
General and administrative expenses | 161 | 650 |
Total operating expenses | 19,046 | 18,511 |
Net operating income (loss) | (19,046) | (18,511) |
Other income (expense): | ||
Interest expense | (3,520) | 0 |
Impairment expense | 0 | (12,047) |
Total Other income (expense) | (3,520) | (12,047) |
Net income (loss) | $ (22,566) | $ (30,558) |
Basic and diluted income (loss) per share | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 32,417,002 | 6,773,166 |
CONDENSED OF CHANGES IN STOCKHO
CONDENSED OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 2,417,002 | |||
Balance, amount at Dec. 31, 2019 | $ (35,862) | $ 241 | $ 24,919 | $ (61,022) |
Common shares issued to settle related party debt, shares | 30,000,000 | |||
Common shares issued to settle related party debt, amount | 51,003 | $ 3,000 | 48,003 | 0 |
Related party debt forgiven to additional paid-in capital | 14,988 | 0 | 14,988 | 0 |
Net loss | (30,558) | $ 0 | 0 | (30,558) |
Balance, shares at Dec. 31, 2020 | 32,417,002 | |||
Balance, amount at Dec. 31, 2020 | (429) | $ 3,241 | 87,910 | (91,580) |
Related party debt forgiven to additional paid-in capital | 0 | |||
Net loss | (22,566) | $ 0 | 0 | (22,566) |
Balance, shares at Dec. 31, 2021 | 32,417,002 | |||
Balance, amount at Dec. 31, 2021 | $ (22,995) | $ 3,241 | $ 87,910 | $ (114,146) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (22,566) | $ (30,558) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment loss of website | 0 | 12,047 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (10,750) | 0 |
Accounts payable | 5,816 | 429 |
Accrued interest | 3,520 | 0 |
Accrued expenses - related party | 0 | 12,501 |
Net cash used in operating activities | (23,980) | (5,581) |
Cash flows from financing activities | ||
Director loan - related party | 17,500 | 5,581 |
Proceeds from convertible note | 6,480 | 0 |
Net cash provided by financing activities | 23,980 | 5,581 |
Net increase (decrease) in cash | 0 | 0 |
Cash - beginning of the year | 0 | 0 |
Cash - end of the year | 0 | 0 |
Supplemental disclosures: | ||
Interest paid | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure for non-cash financing activities: | ||
Common stock issued for conversion of related party debt | 0 | 51,003 |
Related party debt forgiven to additional paid-in capital | $ 0 | $ 14,988 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Crucial Innovations Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Nevada and established on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, were not able to execute our original business plan, develop significant operations or achieve commercial sales. We currently are pursuing the completion of an acquisition which will create a viable business model and value for our stockholders On October 17, 2021, the Board of Directors of the Company which, at that time, consisted solely of Laura De Leon Castro, elected two new additional directors, Timothy Ambrose and Jon-Paul Doran. On October 18, 2021, Laura De Leon Castro resigned as President, Chief Executive Officer, Secretary, Treasurer, and a Director and Chairman of the Board of Directors of the Company. Ms. De Leon Castro’s resignation was not the result of any disagreements with the Company regarding our operations, policies, practices or otherwise. Concurrently, Timothy Ambrose was elected as Chairman of the Board of Directors and Jon-Paul Doran was elected as President, Chief Executive Officer, and Secretary of the Company. The appointment of Mr. Ambrose and Mr. Doran was considered a change in control of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). The Company’s year-end is December 31. Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. There was no impact on the statements of operations. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash or cash equivalents as of December 31, 2021 and 2020. 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 date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Net Loss Per Common Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. As of December 31, 2021, and 2020, there were approximately 3,300 and -0- common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. Stock-Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. Fair Value Measurements In September 2006, the FASB issued ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observations of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy defined by ASC 820 are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10 as of December 31, 2021 and 2020. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods and service transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For the years ended December 31, 2021 and 2020, the Company reported $-0- revenues. Income Taxes The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this standard on January 1, 2021. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN | |
NOTE 3 - 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 the realization of assets and the liquidation of liabilities in the normal course of business. As of December 31, 2021, the Company had an accumulated deficit of $114,146, a net loss of $22,566 for the year ended December 31, 2021 and has not earned any revenues. The Company intends to fund operations through equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements. The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES | |
NOTE 4 - PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES As of December 31, 2021, prepaid expenses consist of advances made on professional fees. As of December 31, 2021 and 2020, respectively, prepaid expenses were $10,750 and $0, respectively |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note. On September 24, 2021, a company controlled by the Company’s CEO, advanced working capital of $17,500 to the Company. As of December 31, 2021, the $17,500 advance is reported as due to related party in the accompanying balance sheet. During the year ended December 31, 2020, our former director advanced $5,581 for operating expenses. During the year ended December 31, 2020, the Company converted $51,003 of debt to our former director for 30,000,000 shares of common stock. During the year ended December 31, 2020, related party debt of $14,988 was forgiven and recorded to additional paid-in capital. |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 12 Months Ended |
Dec. 31, 2021 | |
CONVERTIBLE NOTE | |
NOTE 6 - CONVERTIBLE NOTE | NOTE 6 – CONVERTIBLE NOTE Om April 14, 2021, the Company issued a convertible note with a conversion price of 60% discount on the market price to pay operating expenses of $6,480. On June 30, 2021, conversion price of this note was amended to a fixed conversion price of $3.00 per share of common stock. As result, under ASU 2020-06, the Company will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company shall repay the amount of $10,000 within 90 days. During the year ended December 31, 2021, the Company recorded interest expense of $3,520. At December 31, 2021, the Company had convertible note of $6,480 and accrued interest of $3,520 for an aggregate of $10,000 and is currently in default. |
STOCKHOLDER EQUITY
STOCKHOLDER EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDER EQUITY | |
NOTE 7 - STOCKHOLDER' EQUITY | NOTE 7 – STOCKHOLDER’ EQUITY The Company has 75,000,000, $0.0001 par value shares of common stock authorized. During October 2020, the Company issued 30,000,000 shares of common stock, pursuant to conversions of related party debt of $51,003. During December 2020, a related party forgave a $14,988 advance to the Company. The Company wrote-off the $14,988 advance to additional paid in capital in the accompanying consolidated balance sheets. There were 32,417,002 shares of common stock issued and outstanding as of December 31, 2021 and 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
NOTE 8 - INCOME TAXES | NOTE 8 – INCOME TAXES The Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. 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. 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 is not aware of any uncertain tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2021 or during the prior three years applicable under FASB ASC 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. All tax returns for the Company remain open for examination. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: 2021 2020 Income tax provision at the federal statutory rate 21 % 21 % Effect on operating losses (21 )% (21 )% The net deferred tax assets consist of the following: December 31, 2021 December 31, 2020 Deferred tax asset $ 23,971 $ 19,232 Valuation allowance (23,971 ) (19,232 ) Net deferred tax asset $ - $ - The change in the valuation allowance for the year ended December 31, 2021 was an increase of $4,739. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On April 13, 2022, the Company entered into a definitive Share Exchange Agreement (the “Exchange Agreement”) with the stockholders of Eco Equity Limited, a company organized under the laws of England and Wales (“EE UK”). Pursuant to the terms of the Exchange Agreement, the Company will acquire 100% of the issued and outstanding shares of capital stock of EE UK, in exchange for the issuance of 42,000,000 restricted newly issued, fully paid and non-assessable shares of common stock of the Company (the “Exchange Shares”) at a ratio of 0.0763 Exchange Share for each of the surrendered shares transferred by the EE UK stockholders, which will represent fifty-six percent (56%) of all issued and outstanding shares of Company common stock at the time of the closing of the transaction. The Exchange Shares were valued at $71,404 or $0.0017 per share. As the Company’s stock is thinly traded, the value assigned to the Exchange Shares to be issued under the Exchange Agreement was the last sale of Company’s common stock during October 2020 for $.0017 per share. In addition, we will assume all assets and liabilities of EE UK, which includes EE UK’s wholly owned subsidiary, Eco-Equity Zimbabwe (Private) Limited, a Zimbabwe-registered company (“EE Zim”). As of June 27, 2022, the transactions contemplated by the Exchange Agreement, including the issuance of the 42,000,000 Exchange Shares, has not been consummated. The Company intends to pursue the sale of cannabis-related products from EE Zim. The Company evaluated all events or transactions that occurred after December 31, 2021 through June 17, 2022. During this period, the Company did not have any other material recognizable subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). The Company’s year-end is December 31. |
Reclassifications | Certain prior period amounts have been reclassified to conform to current period presentation. There was no impact on the statements of operations. |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash or cash equivalents as of December 31, 2021 and 2020. |
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 date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and Diluted net Loss Per Common Share | The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. As of December 31, 2021, and 2020, there were approximately 3,300 and -0- common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. |
Stock-Based Compensation | The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. |
Fair Value Measurements | In September 2006, the FASB issued ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observations of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy defined by ASC 820 are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10 as of December 31, 2021 and 2020. |
Revenue Recognition | Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods and service transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. For the years ended December 31, 2021 and 2020, the Company reported $-0- revenues. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this standard on January 1, 2021. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Provision for income taxes | 2021 2020 Income tax provision at the federal statutory rate 21 % 21 % Effect on operating losses (21 )% (21 )% |
Schedule of deferred tax assets | December 31, 2021 December 31, 2020 Deferred tax asset $ 23,971 $ 19,232 Valuation allowance (23,971 ) (19,232 ) Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Common stock equivalents outstanding | 3,300 | 0 |
Revenues | $ 0 | $ 0 |
Cash or cash equivalents | 0 | 0 |
Stock based compensation | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOING CONCERN | ||
Net income (loss) | $ (22,566) | $ (30,558) |
Accumulated deficit | $ (114,146) | $ (91,580) |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
PREPAID EXPENSES (Details Narrative) | ||
Prepaid expenses | $ 10,750 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 14, 2021 | Sep. 24, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt converted | $ 51,003 | ||||
Common stock issued upon conversion | 30,000,000 | ||||
Additional paid-in capital | $ 87,910 | $ 87,910 | |||
Operating Expenses | $ 6,480 | $ 19,046 | 18,511 | ||
Former Director [Member] | |||||
Debt converted | $ 51,003 | ||||
Common stock issued upon conversion | 30,000,000 | ||||
Additional paid-in capital | $ 14,988 | ||||
Operating Expenses | $ 5,581 | ||||
CEO [Member] | |||||
Advances from related party | $ 17,500 | ||||
Due to related party | $ 17,500 |
CONVERTIBLE NOTE (Details Narra
CONVERTIBLE NOTE (Details Narrative) - USD ($) | 12 Months Ended | |||
Apr. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Operating expenses | $ 6,480 | $ 19,046 | $ 18,511 | |
Convertible Note [Member] | ||||
Conversion price, discount percentage | 60% | |||
Conversion price | $ 3 | |||
Note payable, aggregate amount | $ 10,000 | |||
Interest payable, current | 3,520 | |||
Notes payable, current | 6,480 | |||
Debt default, amount | 10,000 | |||
Accrued interest | $ 3,520 |
STOCKHOLDER EQUITY (Details Nar
STOCKHOLDER EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
STOCKHOLDER EQUITY | |||
Common Stock, Shares, Issued | 32,417,002 | 32,417,002 | |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Outstanding | 32,417,002 | 32,417,002 | |
Advance to the Company | $ 14,988 | ||
Write off additional paid in capital | $ 14,988 | ||
Common shares issued to settle related party debt | 30,000,000 | ||
Common shares issued to settle related party debt, Value | $ 51,003 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Income tax provision at the federal statutory rate | 21% | 21% |
Effect on operating losses | (21.00%) | (21.00%) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Deferred tax asset | $ 23,971 | $ 19,232 |
Valuation allowance | (23,971) | (19,232) |
Deferred tax assets, net | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
INCOME TAXES | |
Change in valuation allowance | $ 4,739 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - EEUK [Member] - Subsequent Event [Member] - USD ($) | Apr. 13, 2022 | Jun. 27, 2022 |
Ownership acquired percentage | 100% | |
Consideration, shares | 42,000,000 | |
Stock exchange ratio | ratio of 0.0763 Exchange | |
Ownership percentage issued and oustanding shares | 56% | |
Stock value | $ 71,404 | |
Share price | $ 0.0017 | |
Shares not issued | 42,000,000 |