Document and Entity Information
Document and Entity Information | Dec. 31, 2022 |
Details | |
Registrant CIK | 0001911467 |
Registrant Name | Circle Energy, Inc./NV |
SEC Form | POS AM |
Tax Identification Number (TIN) | 87-4125972 |
Filer Category | Non-accelerated Filer |
Small Business | true |
Emerging Growth Company | true |
Ex Transition Period | false |
Amendment Description | This Post-Effective Amendment No. 3 to Form S-1 (“Post-Effective Amendment”) contains an updated prospectus, This Post-Effective Amendment is being filed by the Company (i) to include the Company’s audited financial statements for the year ended December 31, 2022, (ii) to update the corresponding discussion of such financial information contained in the section “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and other sections of the prospectus, and (iii) to update certain other information in the prospectus, including business activities since the effective date of the Form S-1 as reflected in the Company’s annual report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 8211 E Regal Place |
Entity Address, City or Town | Tulsa |
Entity Address, State or Province | OK |
Entity Address, Postal Zip Code | 74133 |
City Area Code | 918 |
Local Phone Number | 994-0693 |
Amendment Flag | true |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 336,241 | $ 235,000 |
Prepaid assets and retainers | 13,514 | 4,650 |
Total Current Assets | 349,755 | 239,650 |
Properties and Equipment | ||
Oil and natural gas properties not subject to amortization | 34,500 | 0 |
Total Properties and Equipment | 34,500 | 0 |
Total Assets | 384,255 | 239,650 |
Current Liabilities | ||
Accounts payable | 3,513 | 5,226 |
Total Current Liabilities | 3,513 | 5,226 |
Total Liabilities | 3,513 | 5,226 |
Stockholders' Equity | ||
Common shares | 1,530 | 1,200 |
Additional paid-in capital | 445,533 | 236,450 |
Accumulated deficit | (66,321) | (3,226) |
Total Stockholders' Equity | 380,742 | 234,424 |
Total Liabilities and Stockholders' Equity | $ 384,255 | $ 239,650 |
BALANCE SHEETS - Parenthetical
BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2022 | Dec. 30, 2022 |
BALANCE SHEETS | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 1,530,000 | 1,200,000 |
Common Stock, Shares, Outstanding | 1,530,000 | 1,200,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 0 |
Costs and Operating Expenses | ||
Formation expenses | 0 | 3,000 |
General and administrative expense | 63,095 | 226 |
Total Costs and Operating Expenses | 63,095 | 3,226 |
Loss from Operations | (63,095) | (3,226) |
Net Other Income (Expense) | 0 | 0 |
Loss Before Provision for Income Taxes | (63,095) | (3,226) |
Benefit from (Provision for) Income Taxes | 0 | 0 |
Net Income (Loss) | $ (63,095) | $ (3,226) |
Basic and Diluted Loss per share | $ (0.04) | $ (0.04) |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 0 | |||
Common stock issued for cash, net | $ 1,200 | 238,800 | 0 | 240,000 |
Common stock issued for cash, net, Shares | 1,200,000 | |||
Offering related expenses | $ 0 | (2,350) | 0 | (2,350) |
Net Income (Loss) | 0 | 0 | (3,226) | (3,226) |
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2021 | $ 1,200 | 236,450 | (3,226) | 234,424 |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,200,000 | |||
Common stock issued for cash, net | $ 330 | 209,083 | 0 | 209,413 |
Common stock issued for cash, net, Shares | 330,000 | |||
Net Income (Loss) | $ 0 | 0 | (63,095) | (63,095) |
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2022 | $ 1,530 | $ 445,533 | $ (66,321) | $ 380,742 |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 1,530,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net Income (Loss) | $ (63,095) | $ (3,226) |
Changes in assets and liabilities | ||
Prepaid expenses and retainers | (8,864) | (4,650) |
Accounts payable | (1,713) | 5,226 |
Net Cash Provided by Operating Activities | (73,672) | (2,650) |
Cash Flows From Investing Activities | ||
Purchase of unproven oil and gas properties | (34,500) | 0 |
Net Cash Used in Investing Activities | (34,500) | 0 |
Cash Flows From Financing Activities | ||
Proceeds from founding shares issuance | 0 | 240,000 |
Proceeds from issuance of common stock, net of offering costs | 209,413 | (2,350) |
Net Cash Provided by Financing Activities | 209,413 | 237,650 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 101,241 | 235,000 |
Cash at Beginning of Period | 235,000 | 0 |
Cash at End of Period | 336,241 | 235,000 |
Supplemental Cash Flow Information | ||
Cash paid for interest | $ 0 | $ 0 |
NOTE 1 - ORGANIZATION, BASIS OF
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Dec. 31, 2022 |
Notes | |
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations – Use of Estimates Fair Value Measurements Fair Values of Financial Instruments Fair Value of Non-financial Assets and Liabilities Concentration of Credit Risk and Accounts Receivable Cash and Cash Equivalents Oil and Natural Gas Properties The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter this liability is accreted up to the final retirement cost. An ARO is a future expenditure related to the disposal or other retirement of certain assets. The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal. All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred. In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of: 1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines; 2) plus the cost of properties not being amortized; 3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; 4) less income tax effects related to differences between the book and tax basis of the properties. Land, Buildings, Equipment and Leasehold Improvements Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives: Leasehold improvements 3-10 years Office equipment and software 3-7 years Equipment 5-10 years The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense. Revenue Recognition Revenues from Contracts with Customers (Topic 606) Income Taxes For the years ended December 31, 2022 and 2021, the Company recorded a full valuation allowance against the deferred tax asset of $13,250 and $677, respectively. As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset. With the allowance taken as of December 31, 2022, the Company has a valuation allowance of $13,927. Accounting for Uncertainty in Income Taxes Earnings (Loss) Per Share Major Customers Stock-Based Employee and Non-Employee Compensation Derivative Instruments and Hedging Activities When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Recently Adopted Accounting Pronouncements Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” which clarifies or improves disclosure requirements for various topics to align with Securities and Exchange Commission (SEC) regulations. This update is effective for the Company beginning in the first quarter of 2021 and will be applied retrospectively. The adoption of this guidance did not have a material impact on the Company’s financial statements. |
NOTE 2 - REVENUE RECOGNITION
NOTE 2 - REVENUE RECOGNITION | Dec. 31, 2022 |
Notes | |
NOTE 2 - REVENUE RECOGNITION | NOTE 2 – REVENUE RECOGNITION The Company does not currently have any revenues. |
NOTE 3 - LEASES
NOTE 3 - LEASES | Dec. 31, 2022 |
Notes | |
NOTE 3 - LEASES | NOTE 3 – LEASES The Company adopted ASU 2016-02 Leases The Company has a month-to-month lease for executive office-sharing space. This lease is month to month at $113 per month. This amount is shown in the Statement of Operations as General and administrative expense. |
NOTE 4 - LOSS PER SHARE INFORMA
NOTE 4 - LOSS PER SHARE INFORMATION | Dec. 31, 2022 |
Notes | |
NOTE 4 - LOSS PER SHARE INFORMATION | NOTE 4 – LOSS PER SHARE INFORMATION For the year ended For the partial year ended December 31, 2022 December 31, 2021 Net Loss $ (63,095) $ (3,226) Basic and Diluted Weighted-Average Shares Outstanding 1,489,954 78,904 Basic and Diluted Loss per Share $ (0.04) $ (0.04) There are currently no stock options or other share-based compensation outstanding to create a dilutive effect on our earnings per share. |
NOTE 5 - ACQUISITIONS
NOTE 5 - ACQUISITIONS | Dec. 31, 2022 |
Notes | |
NOTE 5 - ACQUISITIONS | NOTE 5 – ACQUISITIONS On May 16, 2022, the Company entered into a Farmout Agreement and Conditional Lease Assignment, under the terms of which, we have acquired a 75% working interest, and 55.5% net revenue interest, in the C. W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. We acquired the interest from Aspen Energy Partners, LTD., a Florida limited partnership which holds the remaining 25% working interest. While the Company believes that there are Proved Undeveloped (“PUD”) drilling locations on this acreage, a full reserve analysis has not yet been completed and so the Company has treated this acreage as unproven property. |
NOTE 6 - FAIR VALUE MEASUREMENT
NOTE 6 - FAIR VALUE MEASUREMENTS | Dec. 31, 2022 |
Notes | |
NOTE 6 - FAIR VALUE MEASUREMENTS | NOTE 6 – FAIR VALUE MEASUREMENTS 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 authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer. |
NOTE 7 - STOCKHOLDERS' EQUITY
NOTE 7 - STOCKHOLDERS' EQUITY | Dec. 31, 2022 |
Notes | |
NOTE 7 - STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 150,000,000 common shares, with a par value of $0.001 per share. During the 2022, the Company issued 330,000 shares of common stock at $0.80 per share, resulting in gross proceeds of $264,000. As part of the offering, the Company agreed to file an S-1 to register these shares. The Company incurred costs related to the offering and the registration of $56,937, with $2,350 having been incurred in 2021. Net proceeds were $209,413. |
NOTE 8 - INCOME TAXES
NOTE 8 - INCOME TAXES | Dec. 31, 2022 |
Notes | |
NOTE 8 - INCOME TAXES | NOTE 8 – INCOME TAXES Provision for (Benefit from) Income Taxes 2022 2021 Deferred taxes $ - $ - Provision for (Benefit from) Income Taxes $ - $ - Rate Reconciliation 2020 2019 Tax at federal statutory rate $ (13,250) $ (677) Valuation allowance (2) 13,250 677 Provision for Income Taxes $ - $ - Deferred Taxes: 2020 2019 Deferred tax liabilities Property and equipment $ - $ - Deferred tax assets Stock-based compensation - - Operating loss and IDC carryforwards - - Deferred tax assets - - Net deferred income tax liability $ - $ - |
NOTE 9 - QUARTERLY FINANCIAL DA
NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED) | Dec. 31, 2022 |
Notes | |
NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 9 – QUARTERLY FINANCIAL DATA (UNAUDITED) For the period December 7, 2021 through December 31, 2021 Revenues $ - Operating Income (3,226) Net Income (3,226) Basic Net Income Per Share $ - Diluted Net Income Per Share $ - 2022 For the three months ended 31-Mar 30-Jun 30-Sep 31-Dec Revenues $ - $ - $ - $ - Operating Income (764) (1,958) (45,585) (14,788) Net Income $ (764) $ (1,958) $ (45,585) $ (14,788) Basic Net Income Per Share $ - $ - $ (0.03) $ (0.01) Diluted Net Income Per Share - - (0.03) (0.01) |
NOTE 10 - LEGAL MATTERS
NOTE 10 - LEGAL MATTERS | Dec. 31, 2022 |
Notes | |
NOTE 10 - LEGAL MATTERS | NOTE 10 – LEGAL MATTERS In the ordinary course of business, we may be, from time to time, a claimant or a defendant in various legal proceedings. We do not presently have any material litigation pending or threatened requiring disclosure under this item. |
NOTE 11 - SUBSEQUENT EVENTS
NOTE 11 - SUBSEQUENT EVENTS | Dec. 31, 2022 |
Notes | |
NOTE 11 - SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On February 23, 2023, trading was initiated on the Company’s common stock through its listing on the OTCQB. |
NOTE 1 - ORGANIZATION, BASIS _2
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | Dec. 31, 2022 |
Policies | |
Use of Estimates | Use of Estimates |
NOTE 1 - ORGANIZATION, BASIS _3
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies) | Dec. 31, 2022 |
Policies | |
Fair Value Measurements | Fair Value Measurements |
NOTE 1 - ORGANIZATION, BASIS _4
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) | Dec. 31, 2022 |
Policies | |
Fair Value of Financial Instruments | Fair Values of Financial Instruments |
NOTE 1 - ORGANIZATION, BASIS _5
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Non-financial Assets and Liabilities (Policies) | Dec. 31, 2022 |
Policies | |
Fair Value of Non-financial Assets and Liabilities | Fair Value of Non-financial Assets and Liabilities |
NOTE 1 - ORGANIZATION, BASIS _6
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk and Accounts Receivable (Policies) | Dec. 31, 2022 |
Policies | |
Concentration of Credit Risk and Accounts Receivable | Concentration of Credit Risk and Accounts Receivable |
NOTE 1 - ORGANIZATION, BASIS _7
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | Dec. 31, 2022 |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
NOTE 1 - ORGANIZATION, BASIS _8
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Oil and Natural Gas Properties (Policies) | Dec. 31, 2022 |
Policies | |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter this liability is accreted up to the final retirement cost. An ARO is a future expenditure related to the disposal or other retirement of certain assets. The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal. All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred. In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of: 1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines; 2) plus the cost of properties not being amortized; 3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized; 4) less income tax effects related to differences between the book and tax basis of the properties. |
NOTE 1 - ORGANIZATION, BASIS _9
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Land, Buildings, Equipment and Leasehold Improvements (Policies) | Dec. 31, 2022 |
Policies | |
Land, Buildings, Equipment and Leasehold Improvements | Land, Buildings, Equipment and Leasehold Improvements Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives: Leasehold improvements 3-10 years Office equipment and software 3-7 years Equipment 5-10 years The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense. |
NOTE 1 - ORGANIZATION, BASIS_10
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | Dec. 31, 2022 |
Policies | |
Revenue Recognition | Revenue Recognition Revenues from Contracts with Customers (Topic 606) |
NOTE 1 - ORGANIZATION, BASIS_11
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | Dec. 31, 2022 |
Policies | |
Income Taxes | Income Taxes For the years ended December 31, 2022 and 2021, the Company recorded a full valuation allowance against the deferred tax asset of $13,250 and $677, respectively. As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset. With the allowance taken as of December 31, 2022, the Company has a valuation allowance of $13,927. |
NOTE 1 - ORGANIZATION, BASIS_12
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounting for Uncertainty in Income Taxes (Policies) | Dec. 31, 2022 |
Policies | |
Accounting for Uncertainty in Income Taxes | Accounting for Uncertainty in Income Taxes |
NOTE 1 - ORGANIZATION, BASIS_13
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) Per Share (Policies) | Dec. 31, 2022 |
Policies | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share |
NOTE 1 - ORGANIZATION, BASIS_14
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Major Customers (Policies) | Dec. 31, 2022 |
Policies | |
Major Customers | Major Customers |
NOTE 1 - ORGANIZATION, BASIS_15
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Employee and Non-Employee Compensation (Policies) | Dec. 31, 2022 |
Policies | |
Stock-Based Employee and Non-Employee Compensation | Stock-Based Employee and Non-Employee Compensation |
NOTE 1 - ORGANIZATION, BASIS_16
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Derivative Instruments and Hedging Activities (Policies) | Dec. 31, 2022 |
Policies | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. |
NOTE 1 - ORGANIZATION, BASIS_17
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Adopted Accounting Pronouncements (Policies) | Dec. 31, 2022 |
Policies | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” which clarifies or improves disclosure requirements for various topics to align with Securities and Exchange Commission (SEC) regulations. This update is effective for the Company beginning in the first quarter of 2021 and will be applied retrospectively. The adoption of this guidance did not have a material impact on the Company’s financial statements. |
NOTE 1 - ORGANIZATION, BASIS_18
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Land, Buildings, Equipment and Leasehold Improvements: Property, Plant and Equipment (Tables) | Dec. 31, 2022 |
Tables/Schedules | |
Property, Plant and Equipment | Leasehold improvements 3-10 years Office equipment and software 3-7 years Equipment 5-10 years |
NOTE 4 - LOSS PER SHARE INFOR_2
NOTE 4 - LOSS PER SHARE INFORMATION: Schedule of Earnings Per Share, Basic and Diluted (Tables) | Dec. 31, 2022 |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | For the year ended For the partial year ended December 31, 2022 December 31, 2021 Net Loss $ (63,095) $ (3,226) Basic and Diluted Weighted-Average Shares Outstanding 1,489,954 78,904 Basic and Diluted Loss per Share $ (0.04) $ (0.04) |
NOTE 8 - INCOME TAXES_ Schedule
NOTE 8 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables) | Dec. 31, 2022 |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | Provision for (Benefit from) Income Taxes 2022 2021 Deferred taxes $ - $ - Provision for (Benefit from) Income Taxes $ - $ - Rate Reconciliation 2020 2019 Tax at federal statutory rate $ (13,250) $ (677) Valuation allowance (2) 13,250 677 Provision for Income Taxes $ - $ - Deferred Taxes: 2020 2019 Deferred tax liabilities Property and equipment $ - $ - Deferred tax assets Stock-based compensation - - Operating loss and IDC carryforwards - - Deferred tax assets - - Net deferred income tax liability $ - $ - |
NOTE 9 - QUARTERLY FINANCIAL _2
NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED): Quarterly Financial Information (Tables) | Dec. 31, 2022 |
Tables/Schedules | |
Quarterly Financial Information | For the period December 7, 2021 through December 31, 2021 Revenues $ - Operating Income (3,226) Net Income (3,226) Basic Net Income Per Share $ - Diluted Net Income Per Share $ - 2022 For the three months ended 31-Mar 30-Jun 30-Sep 31-Dec Revenues $ - $ - $ - $ - Operating Income (764) (1,958) (45,585) (14,788) Net Income $ (764) $ (1,958) $ (45,585) $ (14,788) Basic Net Income Per Share $ - $ - $ (0.03) $ (0.01) Diluted Net Income Per Share - - (0.03) (0.01) |
NOTE 1 - ORGANIZATION, BASIS_19
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Land, Buildings, Equipment and Leasehold Improvements: Property, Plant and Equipment (Details) | Dec. 31, 2022 |
Leasehold Improvements | Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment, Useful Life | 10 years |
Office Equipment | Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment | Maximum | |
Property, Plant and Equipment, Useful Life | 7 years |
Equipment | Minimum | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment | Maximum | |
Property, Plant and Equipment, Useful Life | 10 years |
NOTE 1 - ORGANIZATION, BASIS_20
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Details | ||
Valuation Allowance | $ 13,250 | $ 677 |
Deferred Tax Assets, Valuation Allowance | $ 13,927 |
NOTE 3 - LEASES (Details)
NOTE 3 - LEASES (Details) | Dec. 31, 2022 USD ($) |
Details | |
Monthly Lease Payment | $ 113 |
NOTE 4 - LOSS PER SHARE INFOR_3
NOTE 4 - LOSS PER SHARE INFORMATION: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Details | ||||||
Net Income (Loss) | $ (14,788) | $ (45,585) | $ (1,958) | $ (764) | $ (63,095) | $ (3,226) |
Basic and Diluted Weighted-Average Shares Outstanding | 1,489,954 | 78,904 | ||||
Basic and Diluted Loss per share | $ (0.04) | $ (0.04) |
NOTE 7 - STOCKHOLDERS' EQUITY (
NOTE 7 - STOCKHOLDERS' EQUITY (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2022 | |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Proceeds from issuance of common stock, net of offering costs | $ 209,413 | $ 209,413 | $ (2,350) | |
Common Stock | ||||
Common stock issued for cash, net, Shares | 330,000 | 1,200,000 |
NOTE 8 - INCOME TAXES_ Schedu_2
NOTE 8 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Details | ||
Benefit from (Provision for) Income Taxes | $ 0 | $ 0 |
Tax at federal statutory rate | (13,250) | (677) |
Valuation Allowance | 13,250 | 677 |
Property and equipment | 0 | 0 |
Stock-based compensation | 0 | 0 |
Operating loss and IDC carryforwards | 0 | 0 |
Deferred tax assets | 0 | 0 |
Net deferred income tax liability | $ 0 | $ 0 |
NOTE 9 - QUARTERLY FINANCIAL _3
NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED): Quarterly Financial Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Details | ||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Loss from Operations | (14,788) | (45,585) | (1,958) | (764) | (63,095) | (3,226) |
Net Income (Loss) | $ (14,788) | $ (45,585) | $ (1,958) | $ (764) | $ (63,095) | $ (3,226) |
Basic Net Income Per Share | $ (0.01) | $ (0.03) | $ 0 | $ 0 | $ 0 | |
Diluted Net Income Per Share | $ (0.01) | $ (0.03) | $ 0 | $ 0 | $ 0 |