Circle Energy (CRCE) POS AM 26 Apr 23 Prospectus update (post-effective amendment) Financial data

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