Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | OFF Line International, Inc. | |
Entity Central Index Key | 0001818152 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Filer Category | Non-accelerated Filer | |
Is Entity's Reporting Status Current? | Yes | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Entity Emerging Growth Company | true | |
Smaller Reporting Company | true | |
Transition Period | false | |
Entity Shell Company | false | |
Interactive Data Current | Yes | |
File Number | 000-56221 | |
State of Incorporation | DE |
Consolidated Balance Sheets (Se
Consolidated Balance Sheets (September 30, 2020 - Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 54,314 | $ 8,942 |
Advance payments | 14,157 | |
Inventories | 2,608 | |
TOTAL CURRENT ASSETS | 71,079 | 8,942 |
TOTAL ASSETS | 71,079 | 8,942 |
Current liabilities: | ||
Accrued expenses | 4,467 | 3,190 |
Due to related party | 237,818 | 12,980 |
TOTAL LIABILITIES | 242,285 | 16,170 |
Stockholders' Deficit: | ||
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of September 30, 2020 and December 31, 2019) | ||
Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares and 20,000,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively) | 2,000 | 2,000 |
Additional paid-in capital | 466 | (5,707) |
Accumulated deficit | (170,132) | (3,365) |
Accumulated other comprehensive loss | (3,540) | (156) |
Total stockholders' deficit | (171,206) | (7,228) |
Total liabilities and stockholders' deficit | $ 71,079 | $ 8,942 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 20,000,000 | 20,000,000 |
Common stock, shares outstanding | 20,000,000 | 20,000,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 22 | $ 3,238 |
Cost of revenues | 17 | 2,740 |
Gross profit | 5 | 498 |
Operating Expenses: | ||
General and administrative expenses | 104,573 | 161,108 |
Total operating expenses | 104,573 | 161,108 |
OTHER INCOME (EXPENSES) | ||
Interest expenses | (3,582) | (6,173) |
Other Income | 16 | |
Total Other Income (Expenses) | (3,582) | (6,157) |
Net loss | (108,150) | (166,767) |
Foreign currency translation adjustment | (3,167) | (3,384) |
TOTAL COMPREHENSIVE LOSS | $ (111,317) | $ (170,151) |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 20,000,000 | 20,000,000 |
Statement of Changes in Stockho
Statement of Changes in Stockholders Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive Income | Total |
Beginning Balance (Shares) at Dec. 31, 2019 | 20,000,000 | ||||
Beginning Balance (Monetary Value) at Dec. 31, 2019 | $ 2,000 | $ (5,707) | $ (3,365) | $ (156) | $ (7,228) |
Net loss | (28,780) | (28,780) | |||
Imputed interest | 628 | 628 | |||
Foreign currency translation | (448) | (448) | |||
Ending Balance (Shares) at Mar. 31, 2020 | 20,000,000 | ||||
Ending Balance (Monetary Value) at Mar. 31, 2020 | $ 2,000 | (5,079) | (32,145) | (604) | (35,828) |
Beginning Balance (Shares) at Dec. 31, 2019 | 20,000,000 | ||||
Beginning Balance (Monetary Value) at Dec. 31, 2019 | $ 2,000 | (5,707) | (3,365) | (156) | (7,228) |
Net loss | (166,767) | ||||
Imputed interest | 6,173 | ||||
Foreign currency translation | (3,384) | ||||
Ending Balance (Shares) at Sep. 30, 2020 | 20,000,000 | ||||
Ending Balance (Monetary Value) at Sep. 30, 2020 | $ 2,000 | 466 | (170,132) | (3,540) | (171,206) |
Beginning Balance (Shares) at Mar. 31, 2020 | 20,000,000 | ||||
Beginning Balance (Monetary Value) at Mar. 31, 2020 | $ 2,000 | (5,079) | (32,145) | (604) | (35,828) |
Net loss | (29,837) | (29,837) | |||
Imputed interest | 1,963 | 1,963 | |||
Foreign currency translation | 231 | 231 | |||
Ending Balance (Shares) at Jun. 30, 2020 | 20,000,000 | ||||
Ending Balance (Monetary Value) at Jun. 30, 2020 | $ 2,000 | (3,116) | (61,982) | (373) | (63,471) |
Net loss | (108,149) | (108,150) | |||
Imputed interest | 3,582 | 3,582 | |||
Foreign currency translation | (3,167) | (3,167) | |||
Ending Balance (Shares) at Sep. 30, 2020 | 20,000,000 | ||||
Ending Balance (Monetary Value) at Sep. 30, 2020 | $ 2,000 | $ 466 | $ (170,132) | $ (3,540) | $ (171,206) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (108,150) | $ (28,780) | $ (166,767) |
Adjustments to reconcile net loss to net cash: | |||
Depreciation and amortization expenses | |||
Imputed Interest | 3,582 | 628 | 6,173 |
Changes in operating assets and liabilities: | |||
Advance payments | (14,157) | ||
Inventories | (2,608) | ||
Accrued expense | 1,277 | ||
Net cash used in operating activities | (176,082) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from due to related party | 224,838 | ||
Net cash provided by financing activities | 224,838 | ||
Net effect of exchange rate on cash | (3,384) | ||
Net change in cash and cash equivalents | 45,372 | ||
Cash and cash equivalents - beginning of period | $ 8,942 | 8,942 | |
Cash and cash equivalents - end of period | $ 54,314 | 54,314 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest paid | |||
Income taxes paid |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS OFF Line International, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on November 22, 2019 with the name OFF Line International, Inc. On November 22, 2019, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On December 30, 2019, the Company entered into and consummated a Share Contribution Agreement (the “Share Contribution Agreement”) with Koichi Ishizuka. Pursuant to this agreement Mr. Ishizuka gifted to the Company, at no cost, 100 shares of common stock of OFF Line Japan Co., Ltd., a Japan corporation (“OFF Line Japan”), which represented all of its issued and outstanding shares. OFF Line Japan was incorporated under the laws of Japan on June 13, 2018. Currently, OFF Line Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on telecommunication service. Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. The Company has elected December 31st as its fiscal year end. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. 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. Use of 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 revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Related party transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. 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 and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at September 30, 2020 and December 31, 2019 were $54,314 and $8,942, respectively. Advance Payments Advance payments are comprised of the payments for the development of unfinished software. As of September 30, 2020, the Company had the advance payments of $14,157. Inventories Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. As of September 30, 2020, the Company had the inventories of small sized mobile phones (“JellyPro”) in the amount of $2,608. Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: September 30, 2020 Current JPY: US$1 exchange rate 105.45 Average JPY: US$1 exchange rate 107.53 Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. Revenue Recognition The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for small sized communication devices (“Beacons”) is recognized when Beacons are delivered to the customer and the customer completes the acceptance inspection. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share The Company does not have any potentially dilutive instruments as of September 30, 2020 and December 31, 2019 and, thus, anti-dilution issues are not applicable. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. As of September 30, 2020, the Company had no financial instruments. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” and issued subsequent amendments to the initial guidance or implementation guidance between August 2015 and November 2017 within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-13, and ASU 2017-14 (collectively, including ASU 2014-09, “ASC 606”). Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the 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. ASC 606 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, and early adoption is permitted for periods beginning after December 15, 2016. The Company adopted the standard using the modified retrospective method, the adoption of ASC 606 did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”). Under ASC 842, lessees will be required to recognize all leases at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The standard will be effective for the Company beginning November 22, 2019 with early adoption permitted. The Company adopted the standard on November 22, 2019 on a modified retrospective basis and will not restate comparable periods. The Company will elect the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward the historical lease classification, the assessment whether a contract is or contains a lease and initial direct costs for any leases that exist prior to adoption of the new standard. The Company will also elect the practical expedient not to separate lease and non-lease components for certain classes of underlying assets and the short-term lease exemption for contracts with lease terms of 12 months or less. |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Going Concern [Abstract] | |
Going Concern | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Note 4 - Accrued Expenses
Note 4 - Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 4 - ACCRUED EXPENSES Accrued expenses are comprised of the unpaid operating expense at the end of the period and totaled $4,467 and $3,190 as of September 30, 2020 and December 31, 2019. |
Note 5 - Income Taxes
Note 5 - Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 5 - INCOME TAXES Japan The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority. The Company is subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows: Company’s assessable profit For the year ended December 31, Up to JPY 8 million Over JPY 8 million 2020 15.0% 23.2% United States The Company, which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the periods ended December 31, 2019 and September 30, 2020, the Company as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years Deferred tax assets as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Deferred tax assets, generated from net operating loss at statutory rates $ 34,314 $ 707 Valuation allowance (34,314) (707) Net deferred tax assets $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate 0.0 % |
Note 6 - Shareholder Equity
Note 6 - Shareholder Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholder Equity | NOTE 6 - SHAREHOLDER EQUITY Preferred Stock The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company had no shares of preferred stock issued and outstanding at September 30, 2020 and December 31, 2019. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding at September 30, 2020 and December 31, 2019. The Company did not have any potentially dilutive instruments as of September 30, 2020 and December 31, 2019. and, thus, anti-dilution issues are not applicable. On November 22, 2019, 20,000,000 shares of common stock were issued to Koichi Ishizuka. Additional paid-in capital For the nine months ended September 30, 2020, the Company had imputed interest of $6,173. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED-PARTY TRANSACTIONS Purchase of inventories On March 23, 2020, the Company purchased the inventories of small sized communication devices (“Beacons”) from OFF Line Co., Ltd. a Japan corporation (“OFF Line”) in the amount of $2,548. OFF Line is owned and managed by Koichi Ishizuka, our CEO. Equity On November 22, 2019, 20,000,000 shares of common stock were issued to Koichi Ishizuka. These shares are considered to be founder shares and were issued for services rendered to the Company. Koichi Ishizuka is our sole officer and director. Due to related party On December 30, 2019, the Company entered into and consummated the Share Contribution Agreement with Koichi Ishizuka. Pursuant to this agreement Mr. Ishizuka gifted to the Company, at no cost, 100 shares of common stock of OFF Line Japan Co., Ltd., which represented all of its issued and outstanding shares. The total due to Koichi Ishizuka, our CEO as of September 30, 2020 was $11,428 and is unsecured, due on demand and non-interest bearing. For the nine months ended September 30, 2020, the Company borrowed $224,455 from OFF Line. The total due as of September 30, 2020 was $226,390 and is unsecured, due on demand and non-interest bearing. For the nine months ended September 30, 2020, the Company had imputed interest of $6,173. The Company utilizes home office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS The Company had no subsequent event as of November 12, 2020. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
BASIS OF PRESENTATION | 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. |
USE OF ESTIMATES | USE OF 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 revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
RELATED PARTY TRANSACTION | RELATED PARTY TRANSACTION A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. 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 AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at September 30, 2020 and December 31, 2019 were $54,314 and $8,942, respectively. |
ADVANCE PAYMENTS | ADVANCE PAYMENTS Advance payments are comprised of the payments for the development of unfinished software. As of September 30, 2020, the Company had the advance payments of $14,157. |
INVENTORIES | INVENTORIES Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. As of September 30, 2020, the Company had the inventories of small sized mobile phones (“JellyPro”) in the amount of $2,608. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: September 30, 2020 Current JPY: US$1 exchange rate 105.45 Average JPY: US$1 exchange rate 107.53 |
COMPREHENSIVE INCOME OR LOSS | COMPREHENSIVE INCOME OR LOSS ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for small sized communication devices (“Beacons”) is recognized when Beacons are delivered to the customer and the customer completes the acceptance inspection. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes under ASC 740, “ Income Taxes |
BASIC EARNINGS (LOSS) PER SHARE | BASIC EARNINGS (LOSS) PER SHARE The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share The Company does not have any potentially dilutive instruments as of September 30, 2020 and December 31, 2019 and, thus, anti-dilution issues are not applicable. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. As of September 30, 2020, the Company had no financial instruments. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” and issued subsequent amendments to the initial guidance or implementation guidance between August 2015 and November 2017 within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-13, and ASU 2017-14 (collectively, including ASU 2014-09, “ASC 606”). Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the 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. ASC 606 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, and early adoption is permitted for periods beginning after December 15, 2016. The Company adopted the standard using the modified retrospective method, the adoption of ASC 606 did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”). Under ASC 842, lessees will be required to recognize all leases at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The standard will be effective for the Company beginning November 22, 2019 with early adoption permitted. The Company adopted the standard on November 22, 2019 on a modified retrospective basis and will not restate comparable periods. The Company will elect the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward the historical lease classification, the assessment whether a contract is or contains a lease and initial direct costs for any leases that exist prior to adoption of the new standard. The Company will also elect the practical expedient not to separate lease and non-lease components for certain classes of underlying assets and the short-term lease exemption for contracts with lease terms of 12 months or less. |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Foreign Currency Translation | |
Foreign Currency Translation Table | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: September 30, 2020 Current JPY: US$1 exchange rate 105.45 Average JPY: US$1 exchange rate 107.53 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes Tables Abstract | |
Income Taxes Table | The Company is subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows: Company’s assessable profit For the year ended December 31, Up to JPY 8 million Over JPY 8 million 2020 15.0% 23.2% Deferred tax assets as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Deferred tax assets, generated from net operating loss at statutory rates $ 34,314 $ 707 Valuation allowance (34,314) (707) Net deferred tax assets $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate 0.0 % |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents | ||
Cash and Cash Equivalents | $ 54,314 | $ 8,942 |
Advance Payments (Details)
Advance Payments (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Advance Payments | ||
Advance Payments | $ 14,157 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories Details Abstract | ||
Inventories - JellyPro mobile phones | $ 2,608 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Expenses Details Abstract | ||
Accrued Expenses | $ 4,467 | $ 3,190 |
Imputed Interest (Details)
Imputed Interest (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | |
Imputed Interest | ||||
Imputed Interest | $ 3,582 | $ 1,963 | $ 628 | $ 6,173 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Mar. 23, 2020 | |
Due To Related Party | ||
Total Amount Due to Koichi Ishizuka (CEO) | $ 11,428 | |
Total Amount Due to OFF Line Co., Ltd. | 226,390 | |
Amount Borrowed from OFF Line Co., Ltd. | $ 224,455 | |
Inventories Purchased from Related Party OFF Line Co., Ltd. (Value) | $ 2,548 |