Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56235 | |
Entity Registrant Name | Canning Street Corp | |
Entity Central Index Key | 0001837774 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 619,085 |
CONDENSED BALANCE SHEETS (UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 | |
Current Assets | |||
Cash and Cash Equivalents | $ 0 | $ 0 | |
Total Current Assets | 0 | 0 | |
Total Assets | 0 | 0 | |
Current Liabilities | |||
Accounts Payable | 0 | 2,965 | |
Accruals - Related Party | 0 | 2,500 | |
Loan Payable - Related Party | 0 | 1,164 | |
Total Current Liabilities | 0 | 6,629 | |
Total Liabilities | 0 | 6,629 | |
Commitments and Contingencies (Note 8) | 0 | 0 | |
Shareholders' Deficit | |||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 0 issued or outstanding | 0 | 0 | |
Common Stock, $0.0001 par value, 1,990,000,000 shares authorized, 619,085* issued and outstanding | 62 | 62 | [1] |
Additional Paid in Capital | 35,454 | (15,550) | [1] |
Retained (Deficit) Earnings | (35,516) | 8,859 | |
Total Shareholders' Deficit | (6,629) | ||
Total Liabilities and Shareholders' Deficit | $ 0 | $ 0 | |
[1] | As retrospectively restated for a 2,000: 1 reverse stock split effective December 29, 2020 |
CONDENSED BALANCE SHEETS (UNA_2
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 | |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 | |
Common stock, shares issued | [1] | 619,085 | 619,085 |
Common stock, shares outstanding | [1] | 619,085 | 619,085 |
[1] | As retrospectively restated for a 2,000: 1 reverse stock split effective December 29, 2020 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | ||
Income Statement [Abstract] | |||||
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 | |
EXPENSES | |||||
General and administrative expenses | 18,172 | 0 | 44,375 | 0 | |
Total Expenses | 18,172 | 0 | 44,375 | 0 | |
OPERATING LOSS | (18,172) | 0 | (44,375) | 0 | |
OTHER INCOME (EXPENSE) | 0 | 0 | 0 | 0 | |
Total Other Income (Expense) | 0 | 0 | 0 | 0 | |
INCOME (LOSS) BEFORE TAXES | (18,172) | 0 | (44,375) | 0 | |
TAXES | 0 | 0 | 0 | 0 | |
NET INCOME (LOSS) | $ (18,172) | $ 0 | $ (44,375) | $ 0 | |
Net Income (Loss) per Common Share: Basic and Diluted | $ (0.03) | $ 0 | $ (0.07) | $ 0 | |
Weighted Average Common Shares Outstanding: Basic and Diluted | [1] | 619,085 | 619,085 | 619,085 | 619,085 |
[1] | As retrospectively restated for a 2,000: 1 reverse stock split effective December 29, 2020 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained (Deficit) Earnings | Total | ||
Beginning balance, value at Sep. 30, 2019 | ||||||
Beginning balance, shares at Sep. 30, 2019 | ||||||
Net profit (loss) for the period | ||||||
Ending balance, value at Mar. 31, 2020 | ||||||
Ending balance, shares at Mar. 31, 2020 | ||||||
Beginning balance, value at Sep. 30, 2020 | $ 62 | [1] | (15,550) | [1] | 8,859 | (6,629) |
Beginning balance, shares at Sep. 30, 2020 | 619,085 | |||||
Donated Capital | 51,004 | 51,004 | ||||
Net profit (loss) for the period | (44,375) | $ (44,375) | ||||
Ending balance, value at Mar. 31, 2021 | $ 62 | $ (35,454) | $ (35,516) | |||
Ending balance, shares at Mar. 31, 2021 | 619,085 | |||||
[1] | As retrospectively restated for a 2,000: 1 reverse stock split effective December 29, 2020 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flow from Operating Activities: | ||
Net Loss | $ (44,375) | $ 0 |
Adjustments to reconcile net loss to net cash used in operating activities | 0 | 0 |
Changes in working capital items: | ||
Accounts payable | 0 | 0 |
Accruals - related party | (6,629) | 0 |
Net Cash Used in Operating Activities | (51,004) | 0 |
Net Cash Flow from Investing Activities | 0 | 0 |
Net Cash Flow from Financing Activities | ||
Donated Capital | 51,004 | |
Net Cash Provided by Financing Activities | 51,004 | 0 |
Net Change in Cash: | 0 | 0 |
Beginning Cash: | 0 | 0 |
Ending Cash: | 0 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for tax | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS Nature of Business Canning Street Corporation., a Delaware corporation, (“Canning Street”, “the Company”, “We”, “Us” or “Our’) is a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. The Company is presently evaluating various opportunities in the biotech industry. Although the Company has not entered into any agreements with potential merger candidates it is evaluating several opportunities for acquisition although there is no guarantee that the Company will be able to successfully close such transactions. History Canning Street was incorporated in Delaware on September 15, 2020. Effective September 30, 2020, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), Canning Street became the reorganized successor to Alexandria Advantage Warranty Company, a publicly quoted holding company that ceased trading in 2016. Reorganization into a Holding Company Structure for Canning Street Corporation, reorganization successor to Alexandria Advantage Warranty Company. Effective September 29, 2020, Alexandria Advantage Warranty Company (“Alexandria Advantage Colorado’), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Alexandria Advantage Warranty Company (“Alexandria Advantage Delaware”), a Delaware corporation. Alexandria Advantage Colorado ceased to exist as an independent legal entity following its merger with Alexandria Advantage Delaware. Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alexandria Advantage Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Canning Street Corporation (“Canning Street”) and AAWC Corporation (“AAWC”), both wholly-owned subsidiaries of Alexandria Advantage Delaware, effective September 30, 2020. The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Alexandria Advantage Delaware with, and into AAWC, with AAWC being the surviving corporation in the merger, as a subsidiary to Canning Street. Alexandria Advantage Delaware ceased to exist as an independent legal entity following its merger with AAWC. The shareholders of Alexandria Advantage Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of Canning Street on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g). AAWC, the surviving company of the merger with Alexandria Advantage Delaware, became a wholly-owned subsidiary of Canning Street, the holding company. Canning Street became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, AAWC, the surviving company of the merger with Alexandria Advantage Delaware. As a result of the Holding Company Reorganization, shareholders in publicly quoted Alexandria Advantage Delaware, formerly the shareholders of Alexandria Advantage Colorado as of the date of the reorganization, became shareholders in the publicly quoted Canning Street. AAWC, being the direct successor by the merger with Alexandria Advantage Delaware, became a subsidiary company of Canning Street. The Holding Company Reorganization has been accounted for so as to reflect the fact that both AAWC and Canning Street were under common control at the date of the Holding Company Reorganization, similar to a reverse acquisition of AAWC by Canning Street Disposal of AAWC Corporation. Effective September 30, 2020, Canning Street disposed of 100% of the issued share capital of its sole subsidiary company, AAWC Corporation., to an unrelated third party for a $1,000 payment made to the purchaser to assume ownership of the subsidiary company with outstanding liabilities. Reverse Stock Split Effective December 29, 2020 we completed a 2,000:1 reverse stock split. All numbers of our common shares disclosed as issued and outstanding in this Form 10Q have been retrospectively restated to reflect the impact of the reverse split. Change in Trading Symbol Effective December 29, 2020, our trading symbol changed from AAWC to CSTC. We have not commenced operations as yet and consequently have not been directly impacted by the COVID-19 outbreak at this time. However, the detrimental effect of the COVID-19 outbreak on the economy as a whole may have a detrimental impact on our ability to raise funding and identify an entity to merge with for the foreseeable future. We are unable to predict with any certainty the ultimate impact COVID-19 outbreak on our plans at this time. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income, incurred a loss of $44,375 in the six months ended March 31, 2021 and had a retained deficit of $35,516 as of March 31, 2021. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. We have selected September 30 as our financial year end. We have not earned any revenue to date. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of March 31, 2021 and September 30, 2020, our cash balance was $0. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments. Related Party Transactions A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 4 and 5 below for details of related party transactions in the period presented. Fixed Assets We owned no fixed assets as of March 31, 2021 or September 30, 2020. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term. We were not party to any lease transactions during the six months and the three months ended March 31, 2021. Income Taxes The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Uncertain Tax Positions We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the six months and the three months ended March 31, 2021, we did not recognize any revenue. Advertising Costs We expense advertising costs when advertisements occur. No advertising costs were incurred Stock Based Compensation The cost of equity instruments issued to non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued. Net Loss per Share Calculation Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during Recently Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements |
RELATED PARTY FEES
RELATED PARTY FEES | 6 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
RELATED PARTY FEES | NOTE 4. RELATED PARTY FEES As of March 31, 2021, $35,000 (September 30 - $2,500) accrued compensation accrued for services due to our former chief financial officer, director, and principal shareholder. The former officer, director and shareholder forgave all fees as part of his sale of his ownership interests described in Note 9 below and the forgiveness was included in paid in capital. |
LOAN PAYABLE - RELATED PARTY
LOAN PAYABLE - RELATED PARTY | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
LOAN PAYABLE - RELATED PARTY | NOTE 5. LOAN PAYABLE – RELATED PARTY During the six months ended March 31, 2021 our then chief financial officer, director, and principal shareholder advanced to us $18,504 by way of a loan to finance our working capital requirements. The loan was unsecured, interest free and due on demand. As of March 31, 2021, the entire balance outstanding under the loan was forgiven as part of the sale of ownership and control interest described in note 5 and note 9. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6. INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate tax rate from 34% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income. We did not provide any current or deferred US federal income tax provision or benefit during the three months ended March 31, 2021 as we incurred tax losses during the period. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, 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 carry forward periods. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three months ended March 31, 2021 as defined under ASC 740, “Accounting for Income Taxes.” 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 the accumulated deficit on the balance sheet. 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: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Statutory U.S. Federal Income Tax Rate 21 % — State Income Taxes 5 % — Change in Valuation Allowance (26 )% — Effective Income Tax Rate 0 % — A reconciliation of the income taxes computed at the statutory rate is as follows: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Tax credit (expense) at statutory rate (26%) $ 11,538 $ — Increase in valuation allowance (11,538 ) — Net deferred tax assets $ — $ — As of March 31, 2021, the Company had a federal net operating loss carryforward of approximately $35,516. The federal net operating loss carryforward do not expire but may only be used against taxable income to 80%. In response to the novel coronavirus COVID-19, the Coronavirus Aid, Relief, and Economic Security Act temporarily repealed the 80% limitation for NOLs arising in 2018, 2019 and 2020. No tax benefit has been reported in the financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company. The Company’s 2020 income tax return for the period from September 15, 2020 (Inception) to September 30, 2020 is currently open to audit by federal and state jurisdictions. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 7. COMMITMENTS & CONTINGENCIES Legal Proceedings We were not subject to any legal proceedings during the three months ended March 31, 2021 and, to the best of our knowledge, no legal proceedings are pending or threatened. Contractual Obligations We are not party to any contractual obligations at this time. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preferred Stock As of March 31, 2021, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001. No shares of preferred stock were issued and outstanding during the three months ended March 31, 2021. No series of preferred stock or rights for preferred stock had been designated at March 31, 2021. Common Stock As of March 31, 2021, we were authorized to issue 1,990,000,000 shares of common stock with a par value of $0.0001. As of September 15, 2020, the effective date of the reverse recapitalization, 619,085 shares of common stock were issued and outstanding in our predecessor company with a total par value of $62 and negative balance of additional paid in capital totaling $(15,550). As of September 30, 2020, 619,085 shares of common stock were issued and outstanding. No shares of common stock were issued during the three months ended March 31, 2021. Effective December 29, 2020 we completed a 2,000:1 reverse stock split. All numbers of our common shares disclosed as issued and outstanding in this Form 10Q have been retrospectively restated to reflect the impact of the reverse split. As of March 31, 2021, 619,085 shares of common stock were issued and outstanding. Changes in Control of Registrant. Effective March 31, 2021, certain accredited investors (collectively “the Purchasers”), purchased a total of 371,246 shares our common stock representing 59.97% of our issued and outstanding shares, in a private transaction with David Cutler. As a result of the closing of the transaction on March 31, 2020, the Purchasers acquired a majority of the issued shares eligible to vote. The total purchase price of $400,000 was paid in cash by the Purchaser at Closing. On March 31, 2021, David Cutler and Redgie Green resigned as executive officers of the Company subject to the Company filings its Form 10Q Quarterly Report for the quarter ended March 31, 2021. Further, Mr. Green resigned as a director of the Company effective March 31, 2021 and Mr. Cutler resigned as a director effective ten days after mailing of Notice to shareholders in compliance with the requirements of Section 14(f) of the Securities Exchange Act of 1934. The resignation of Mr. Cutler and Mr. Green was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise. The Board approved and accepted the resignations. On March 31, 2021, John Shepard was appointed to serve as Chairman of the Board of Directors and, subject to the effective date of the resignation of Mr. Cutler and Mr. Green, as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary. Mr. John Shepard started his career in office equipment and software sales for Panasonic and Minolta in 1996. In 2004, John Shepard received his real estate license and began his career and business to business relationships with landowners and developers. Mr. Shepard has contracted more than $250 million. In 2009, Mr. Shepard worked for a startup medical device company Rapid Pathogen Screening. At RPS, a point of care medical device manufacturer John Shepard was the Director of Sales and transitioned into the Director of Government Sales. Mr. Shepard graduated with a B.S. in Business with a concentration in finance from Eckerd College in 2004. Warrants No warrants were issued or outstanding during the three months ended March 31, 2021. Stock Options We currently have no stock option plan. No stock options were issued or outstanding during the three months ended March 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events after March 31, 2021, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. We have selected September 30 as our financial year end. We have not earned any revenue to date. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of March 31, 2021 and September 30, 2020, our cash balance was $0. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments. |
Related Party Transactions | Related Party Transactions A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 4 and 5 below for details of related party transactions in the period presented. |
Fixed Assets | Fixed Assets We owned no fixed assets as of March 31, 2021 or September 30, 2020. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term. We were not party to any lease transactions during the six months and the three months ended March 31, 2021. |
Income Taxes | Income Taxes The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Uncertain Tax Positions | Uncertain Tax Positions We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the six months and the three months ended March 31, 2021, we did not recognize any revenue. |
Advertising Costs | Advertising Costs We expense advertising costs when advertisements occur. No advertising costs were incurred |
Stock Based Compensation | Stock Based Compensation The cost of equity instruments issued to non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued. |
Net Loss per Share Calculation | Net Loss per Share Calculation Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during |
Recently Accounting Pronouncements | Recently Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The sources and tax effects of the differences for the periods presented are as follows: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Statutory U.S. Federal Income Tax Rate 21 % — State Income Taxes 5 % — Change in Valuation Allowance (26 )% — Effective Income Tax Rate 0 % — |
Schedule of valuation allowance | A reconciliation of the income taxes computed at the statutory rate is as follows: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Tax credit (expense) at statutory rate (26%) $ 11,538 $ — Increase in valuation allowance (11,538 ) — Net deferred tax assets $ — $ — |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Reverse stock split | Effective December 29, 2020 we completed a 2,000:1 reverse stock split. |
AAWC Corporation [Member] | |
Ownership interest prior to disposal | 100.00% |
Payment to related party | $ 1,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income loss | $ (18,172) | $ 0 | $ (44,375) | $ 0 | |
Retained deficit | $ (35,516) | $ (35,516) | $ 8,859 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||
Fixed assets | 0 | 0 | $ 0 | |||
Revenue | $ 0 | $ 0 | 0 | $ 0 | ||
Advertising costs | $ 0 | |||||
Antidilutive securities | 0 |
RELATED PARTY FEES (Details Nar
RELATED PARTY FEES (Details Narrative) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 35,000 | $ 2,500 |
LOAN PAYABLE - RELATED PARTY (D
LOAN PAYABLE - RELATED PARTY (Details Narrative) | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Chief Financial Officer [Member] | |
Proceeds from related party debt | $ 18,504 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | 21.00% | 0.00% |
State Income Taxes | 5.00% | 0.00% |
Change in Valuation Allowance | (26.00%) | 0.00% |
Effective Income Tax Rate | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax credit (expense) at statutory rate (26%) | $ 11,538 | $ 0 |
Increase in valuation allowance | (11,538) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
U.S. federal corporate tax rate | 21.00% | 0.00% | ||
US federal income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
Operating loss carryforward | $ 35,516 | $ 35,516 |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($) | 6 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 15, 2020 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 | |||
Common stock, shares issued | [1] | 619,085 | 619,085 | ||
Common stock, shares outstanding | [1] | 619,085 | 619,085 | ||
Additional Paid in Capital | $ 35,454 | $ (15,550) | [1] | ||
Reverse stock split | Effective December 29, 2020 we completed a 2,000:1 reverse stock split. | ||||
Warrants issued | 0 | ||||
Warrants outstanding | 0 | ||||
Stock options issued | 0 | ||||
Stock options outstanding | 0 | ||||
Common Stock [Member] | |||||
Common stock, par value | $ 62 | ||||
Common stock, shares issued | 619,085 | ||||
Common stock, shares outstanding | 619,085 | ||||
[1] | As retrospectively restated for a 2,000: 1 reverse stock split effective December 29, 2020 |