Diligent Capital 10-Q/A 14 Apr 23 2022 Q3 Quarterly report (amended) Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2022 shares
Cover [Abstract]
Entity Registrant Name	DILIGENT CAPITAL HOLDINGS, INC.
Entity Central Index Key	0001922981
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Entity Small Business	false
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding	1,000,000
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-1922981
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	88-0954889
Entity Interactive Data Current	Yes
Entity Address Address Line 1	302 Perimeter Center N
Entity Address City Or Town	Atlanta
Entity Address State Or Province	GA
Entity Address Postal Zip Code	30346
City Area Code	404
Local Phone Number	941-5527
Amendment Description	The purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 11, 2022, is solely for providing restated financials. The financials and related notes have been restated due to information not previously provided.  This Amendment makes no other changes to the Form 10-Q as filed with the SEC on November 11, 2022, and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-Q (i.e., those events occurring after November 11, 2022) or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.

Restated Balance Sheets

Restated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 104	$ 0
Total Current Assets	104	0
TOTAL ASSETS	104	0
Current Liabilities
Shareholder Loans	6,474	0
Total Current Liabilities	6,474	0
TOTAL LIABILITIES	6,474	0
Stockholder's Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.)	0	0
Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2022)	100	0
Paid in Capital	0	0
Accumulated Deficit	(6,470)	0
Total Stockholder's Equity (Deficit)	(6,370)	0
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)	$ 104	$ 0

Restated Balance Sheets (Parent

Restated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Restated Balance Sheets
Preferred Stock Par Value	$ 0.0001	$ 0.0001
Preferred Stock Auhorized	20,000,000	20,000,000
Preferred Stock Issued	0	0
Preferred Stock Outstanding	0	0
Common Stock Par Value	$ 0.0001	$ 0.0001
Common Stock Authorized	180,000,000	180,000,000
Common Stock issued	1,000,000	0
Common Stock Outstanding	1,000,000	0

Restated Statements of Operatio

Restated Statements of Operations (unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Restated Statements of Operations (unaudited)
Revenues	$ 0	$ 0
Revenues	0	0
Total Revenues	0	0
Accounting Fees & Expenses	1,850	4,600
Banking Fees & Charges	32	48
SEC Filings & Expenses	1,462	1,822
Total General & Administrative Expenses	3,344	6,470
Net Earnings (Loss)	$ (3,344)	$ (6,470)
Basic loss per share	$ 0	$ 0
Weighted average number of common shares outstanding	1,000,000	1,000,000

Restated Statement of Cash Flow

Restated Statement of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$ (6,470)	$ 0
Changes in assets and liabilities	0	0
Net cash provided by (used in) operating activities	(6,470)	0
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock	100	0
Increase in Shareholder loans	6,474
Capital in Excess of Par	0	0
Net cash provided by (used in) financing activities	6,574	0
Net increase (decrease) in cash	104	0
Cash at beginning of period	0	0
Cash at end of period	104	0
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

Restated Statement of Changes i

Restated Statement of Changes in Stockholders Equity (Deficit) (unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, amount at Dec. 31, 2021	$ 0
Net Income (loss)	6,470
Balance, shares at Sep. 30, 2022		1,000,000
Balance, amount at Sep. 30, 2022	(6,370)	$ 100	$ 0	$ (6,470)
Balance, shares at Feb. 21, 2022		1,000,000
Balance, amount at Feb. 21, 2022	100	$ 100	0	0
Net Income (loss)	0
Balance, shares at Mar. 31, 2022		1,000,000
Balance, amount at Mar. 31, 2022	100	$ 100	0	0
Net Income (loss)	0
Balance, shares at Jun. 30, 2022		1,000,000
Balance, amount at Jun. 30, 2022	(3,026)	$ 100	0	(3,126)
Net Income (loss)	(6,370)	$ 0	0	(3,344)
Balance, shares at Sep. 30, 2022		1,000,000
Balance, amount at Sep. 30, 2022	$ (6,370)	$ 100	$ 0	$ (6,470)

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS DILIGENT CAPITAL HOLDINGS, INC. (the “Company”) was incorporated under the laws of the State of Florida on February 21, 2022 and has been inactive since inception. The Company’s current address is: 302 Perimeter Center N. #1260, Atlanta, GA 30346. The Company intends to serve as a vehicle to effect a merger or acquisition, or similar business combination with an entity actively engaged in business which generates revenues. The Company will not restrict its potential candidate Target Businesses to any specific business, industry or geographical location and, thus, may acquire any type of business in any geographical location. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities, without incurring any liabilities that must be satisfied in cash, until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The results for the three months ended September 30, 2022 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Registration Statement dated July 27,2022, filed with the Securities and Exchange Commission. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2022 and for the related periods presented.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2022
GOING CONCERN
GOING CONCERN	NOTE 2. GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company currently has no business or recurring income which raises substantial doubt about its ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s ability to merger with or acquire profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Accounting The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America. The Company has elected a fiscal year ending on December 31. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 Equivalents The Company considers all highly liquid investments, with maturity of three months or less when purchased, to be cash equivalents. I ncome Taxes Income taxes are provided in accordance with current accounting requirements. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will be not realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits are reflected in the financial statements due to the Company not being in operations prior to February 21, 2022. Generally, all periods since inception are open to tax examination by taxing authorities. Impact of New Accounting Standards The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow, except for the expected change in financial reporting for development stage companies. A recent FASB proposal will reduce the complexity of reporting for these companies by eliminating the “inception to date” information. Accounting Standard update 2014-10 issued in June 2014, removes the financial reporting distinction between development stage companies and other reporting entities. The Amendment is for public business entities is effective with an annual reporting period beginning after December 15, 2014. Early implementation was available to the company and it has elected early implementation.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS SX Capital Management, LLC (SX), the Company’s sole shareholder (its original incorporator), has paid all expenses incurred by the Company, which includes resident agent fees, basic state and local fees, audit fees and taxes, and expenses related to the formation of the Company and the professional fees and expenses associated with the preparation and filing of the Company’s registration of its Common Stock on Form 10. On a going forward basis, SX has committed to funding all expenses incurred by the Company through the date of completion of a business combination. Therefore, the Company will be obligated to SX for such expenses until the consummation of a transaction. These payments for expenses are advances and the terms of repayment to SX are not fixed. The Company is indebted to SX in the amount of $6,474 related to such expenses as of September 30, 2022. We utilize the office space and equipment of our stockholder at no cost. Management estimates such amounts to be immaterial. Steven Mitcham, the Company’s chief executive officer and Chairman is also a managing partner of SX, the Company’s sole shareholder.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	9 Months Ended
	Sep. 30, 2022
STOCKHOLDERS EQUITY
STOCKHOLDER'S EQUITY	NOTE 5. STOCKHOLDER’S EQUITY Upon formation, the Board of Directors issued 1,000,000 shares of common stock for $100 to open the Company’s bank account. The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2022: • Common stock, $ 0.0001 par value: 180,000,000 shares authorized; 1,000,000 shares issued and outstanding • Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; none issued and outstanding. Rights and Provisions of said preferred shares will be determined at a later date; prior to issuance.

RESTATEMENT

RESTATEMENT	9 Months Ended
	Sep. 30, 2022
RESTATEMENT
RESTATEMENT	NOTE 6. RESTATEMENT The following are previously recorded and restated balances as of September 30, 2022. As of September 30, 2022 As of September 30, 2022 As of September 30, 2022 As Previously Stated Restated Adjustments As Restated ASSETS Current Assets Cash $ 104.00 $ 0.00 $ 104.00 Total Current Assets 104.00 0 104.00 TOTAL ASSETS $ 104.00 $ 0.00 $ 104.00 LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT) LIABILITIES Long Term Liabilities Shareholder Loans $ 0.00 $ 6,474.00 $ 6,474.00 Total Long Term Liabilities Liabilities 0.00 6,474.00 $ 6,474.00 TOTAL LIABILITIES 0.00 6474.00 6474.00 Stockholder’s Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.) $ 0.00 $ 0.00 $ 0.00 Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2022) 25.00 75.00 100.00 Paid in Capital 127.00 (127.00 ) 0.00 Accumulated Deficit (48.00 ) (3010.00 ) (6,470.00 ) Total Stockholder’s Equity (Deficit) 104.00 (6474.00 ) (6370.00 ) TOTAL LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT) $ 104.00 $ 0.00 $ 104.00 Three Months Ended September 30, 2022 Three Months Ended September 30, 2022 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As Previously Reported Restated Adjustments As Restated As Restated Revenues 0.00 0.00 0.00 0.00 Revenues $ 0.00 $ 0.00 $ 0.00 0.00 Total Revenues 0.00 0.00 0.00 Accounting Fees & Expenses 0.00 1,850.00 1,850.00 4,600.00 Bank Fees & Charges 32.00 0.00 32.00 48.00 SEC Filings & Expenses 0.00 1462.00 1462.00 1,822.00 Total General & Administrative Expenses 32.00 3,312.00 3,344.00 6,470.00 Net Earnings (Loss) $ (32.00 ) $ (3,312.00 ) $ (3344.00 ) (6,470.00 ) Basic loss per share 0.00 0.00 (0.00 (0.00 Weighted average number of common shares outstanding 1,000,000.00 1,000,000.00 1,000,000.00 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: As Previously Reported Restated Adjustments As Restated Net Income (loss) $ (48.00 ) $ (6,422.00 ) $ (6,470.00 ) Changes in assets and liabilities $ 0 $ 0 $ 0 Net cash provided by (used in) operating activities $ (48.00 ) $ (6,422.00 ) $ (6,470.00 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by (used in) investing activities $ 0 $ 0 $ 0 CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Common Stock 25.00 75.00 100.00 Increase in Shareholder loans 0 6,474.00 6,474.00 Capital in Excess of Par $ 127.00 $ (127.00 ) $ 0.00 Net cash provided by (used in) financing activities $ 152.00 $ 6,447.00 $ 6,574.00 Net increase (decrease) in cash 104.00 0.00 104.00 Cash at beginning of period $ 0.00 $ 0 $ 0.00 Cash at end of period $ 104.00 $ 0 $ 104.00 NONCASH INVESTING AND FINANCING ACTIVITIES: SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ 0 $ 0 $ 0 Income taxes paid $ 0 $ 0 $ 0 Common stock Shares Common stock Amount Additional Paid-in Capital Deficit Accumulated Total Balance As Of February 21, 2022 (inception) Issuance of Common Stock 1,000,000 $ 100 $ 0 - $ 100 Balance As of March 31, 2022 1,000,000 $ 100 $ 0 - $ 100 Balance As of June 30, 2022 1,000,000 $ 100 $ 0 (3,126 ) $ (3,026 ) Net Income (loss) - - - (3,344 ) (6,370 ) Balance As Of September 30, 2022 1,000,000 $ 100 $ 0 (6,474 ) $ (6,370 )

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 7. SUBSEQUENT EVENTS The Company evaluated subsequent events from September 30, 2022 through the date these financial statements were issued and has noted no subsequent events after September 30, 2022 for which disclosure is required.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting	The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America. The Company has elected a fiscal year ending on December 31.
Use Of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 Equivalents	The Company considers all highly liquid investments, with maturity of three months or less when purchased, to be cash equivalents.
Income taxes	Income taxes are provided in accordance with current accounting requirements. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will be not realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits are reflected in the financial statements due to the Company not being in operations prior to February 21, 2022. Generally, all periods since inception are open to tax examination by taxing authorities.
Impact of New Accounting Standards	The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow, except for the expected change in financial reporting for development stage companies. A recent FASB proposal will reduce the complexity of reporting for these companies by eliminating the “inception to date” information. Accounting Standard update 2014-10 issued in June 2014, removes the financial reporting distinction between development stage companies and other reporting entities. The Amendment is for public business entities is effective with an annual reporting period beginning after December 15, 2014. Early implementation was available to the company and it has elected early implementation.

RESTATEMENT (Tables)

RESTATEMENT (Tables)	9 Months Ended
	Sep. 30, 2022
RESTATEMENT
Schedule of previously recorded and restated balances	As of September 30, 2022 As of September 30, 2022 As of September 30, 2022 As Previously Stated Restated Adjustments As Restated ASSETS Current Assets Cash $ 104.00 $ 0.00 $ 104.00 Total Current Assets 104.00 0 104.00 TOTAL ASSETS $ 104.00 $ 0.00 $ 104.00 LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT) LIABILITIES Long Term Liabilities Shareholder Loans $ 0.00 $ 6,474.00 $ 6,474.00 Total Long Term Liabilities Liabilities 0.00 6,474.00 $ 6,474.00 TOTAL LIABILITIES 0.00 6474.00 6474.00 Stockholder’s Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.) $ 0.00 $ 0.00 $ 0.00 Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2022) 25.00 75.00 100.00 Paid in Capital 127.00 (127.00 ) 0.00 Accumulated Deficit (48.00 ) (3010.00 ) (6,470.00 ) Total Stockholder’s Equity (Deficit) 104.00 (6474.00 ) (6370.00 ) TOTAL LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT) $ 104.00 $ 0.00 $ 104.00 Three Months Ended September 30, 2022 Three Months Ended September 30, 2022 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As Previously Reported Restated Adjustments As Restated As Restated Revenues 0.00 0.00 0.00 0.00 Revenues $ 0.00 $ 0.00 $ 0.00 0.00 Total Revenues 0.00 0.00 0.00 Accounting Fees & Expenses 0.00 1,850.00 1,850.00 4,600.00 Bank Fees & Charges 32.00 0.00 32.00 48.00 SEC Filings & Expenses 0.00 1462.00 1462.00 1,822.00 Total General & Administrative Expenses 32.00 3,312.00 3,344.00 6,470.00 Net Earnings (Loss) $ (32.00 ) $ (3,312.00 ) $ (3344.00 ) (6,470.00 ) Basic loss per share 0.00 0.00 (0.00 (0.00 Weighted average number of common shares outstanding 1,000,000.00 1,000,000.00 1,000,000.00 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: As Previously Reported Restated Adjustments As Restated Net Income (loss) $ (48.00 ) $ (6,422.00 ) $ (6,470.00 ) Changes in assets and liabilities $ 0 $ 0 $ 0 Net cash provided by (used in) operating activities $ (48.00 ) $ (6,422.00 ) $ (6,470.00 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by (used in) investing activities $ 0 $ 0 $ 0 CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Common Stock 25.00 75.00 100.00 Increase in Shareholder loans 0 6,474.00 6,474.00 Capital in Excess of Par $ 127.00 $ (127.00 ) $ 0.00 Net cash provided by (used in) financing activities $ 152.00 $ 6,447.00 $ 6,574.00 Net increase (decrease) in cash 104.00 0.00 104.00 Cash at beginning of period $ 0.00 $ 0 $ 0.00 Cash at end of period $ 104.00 $ 0 $ 104.00 NONCASH INVESTING AND FINANCING ACTIVITIES: SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ 0 $ 0 $ 0 Income taxes paid $ 0 $ 0 $ 0 Common stock Shares Common stock Amount Additional Paid-in Capital Deficit Accumulated Total Balance As Of February 21, 2022 (inception) Issuance of Common Stock 1,000,000 $ 100 $ 0 - $ 100 Balance As of March 31, 2022 1,000,000 $ 100 $ 0 - $ 100 Balance As of June 30, 2022 1,000,000 $ 100 $ 0 (3,126 ) $ (3,026 ) Net Income (loss) - - - (3,344 ) (6,370 ) Balance As Of September 30, 2022 1,000,000 $ 100 $ 0 (6,474 ) $ (6,370 )

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	9 Months Ended
	Sep. 30, 2022 USD ($)
RELATED PARTY TRANSACTIONS
Other expense to related party	$ 6,474

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Preferred Stock Par Value	$ 0.0001	$ 0.0001
Preferred Stock Auhorized	20,000,000	20,000,000
Preferred Stock Issued	0	0
Preferred Stock Outstanding	0	0
Common Stock Par Value	$ 0.0001	$ 0.0001
Common Stock Authorized	180,000,000	180,000,000
Common Stock issued	1,000,000	0
Common Stock Outstanding	1,000,000	0
Board of Directors
Common Stock issued	1,000,000
Cash used to open bank account	$ 100

RESTATEMENT (Details)

RESTATEMENT (Details) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Feb. 21, 2022	Dec. 31, 2021
Current Assets
Total Current Assets	$ 104				$ 0
TOTAL ASSETS	104				0
Shareholder Loans	6,474				0
TOTAL LIABILITIES	6,474				0
Stockholder's Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.)	0				0
Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of June 30, 2022)	100				0
Paid in Capital	0				0
Accumulated Deficit	(6,470)				0
Total Stockholder's Equity (Deficit)	(6,370)	$ (3,026)	$ 100	$ 100	0
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)	104				$ 0
Restated Adjustments [Member]
Current Assets
Cash	0
Total Current Assets	0
TOTAL ASSETS	0
Shareholder Loans	6,474
Total Long Term Liabilities Liabilities	6,474
TOTAL LIABILITIES	6,474
Stockholder's Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.)	0
Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of June 30, 2022)	75
Paid in Capital	(127)
Accumulated Deficit	(3,010)
Total Stockholder's Equity (Deficit)	(6,474)
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)	0
Restated [Member]
Current Assets
Cash	104
Total Current Assets	104
TOTAL ASSETS	104
Shareholder Loans	6,474
Total Long Term Liabilities Liabilities	6,474
TOTAL LIABILITIES	6,474
Stockholder's Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.)	0
Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of June 30, 2022)	100
Paid in Capital	0
Accumulated Deficit	(6,470)
Total Stockholder's Equity (Deficit)	(6,370)
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)	104
Previously Reported [Member]
Current Assets
Cash	104
Total Current Assets	104
TOTAL ASSETS	104
Shareholder Loans	0
Total Long Term Liabilities Liabilities	0
TOTAL LIABILITIES	0
Stockholder's Equity (Deficit) Preferred stock, ($0.0001 par value, 20,000,000 shares authorized; none issued and outstanding.)	0
Common stock ($0.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of June 30, 2022)	25
Paid in Capital	127
Accumulated Deficit	(48)
Total Stockholder's Equity (Deficit)	104
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT)	$ 104

RESTATEMENT (Details 1)

RESTATEMENT (Details 1) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
RESTATEMENT
Preferred Stock Par Value	$ 0.0001	$ 0.0001
Preferred Stock Auhorized	20,000,000	20,000,000
Preferred Stock Issued	0	0
Preferred Stock Outstanding	0	0
Common Stock Par Value	$ 0.0001	$ 0.0001
Common Stock Authorized	180,000,000	180,000,000
Common Stock issued	1,000,000	0
Common Stock Outstanding	1,000,000	0

RESTATEMENT (Details 2)

RESTATEMENT (Details 2) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2022
Revenue	$ 0	$ 0
Total General & Administrative Expenses	3,344	6,470
Net Earnings (Loss)	$ (3,344)	$ (6,470)
Basic loss per share	$ 0	$ 0
Weighted average number of common shares outstanding	1,000,000	1,000,000
Restated Adjustments [Member]
Revenue	$ 0
Revenues 1	0
Accounting Fees & Expenses	1,850
Bank Fees & Charges	0
SEC Filings & Expenses	1,462
Total General & Administrative Expenses	3,312
Net Earnings (Loss)	$ (3,312)		$ (6,422)
Basic loss per share	$ 0
Restated [Member]
Revenue	$ 0		0
Revenues 1	0		0
Total Revenues	0		0
Accounting Fees & Expenses	1,850		4,600
Bank Fees & Charges	32		48
SEC Filings & Expenses	1,462		1,822
Total General & Administrative Expenses	3,344		6,470
Net Earnings (Loss)	$ (3,344)		$ (6,470)
Basic loss per share	$ 0		$ 0
Weighted average number of common shares outstanding	1,000,000		1,000,000
Previously Reported [Member]
Revenue	$ 0
Revenues 1	0
Total Revenues	0
Accounting Fees & Expenses	0
Bank Fees & Charges	32
SEC Filings & Expenses	0
Total General & Administrative Expenses	32
Net Earnings (Loss)	$ (32)		$ (48)
Basic loss per share	$ 0
Weighted average number of common shares outstanding	1,000,000

RESTATEMENT (Details 3)

RESTATEMENT (Details 3) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Net Income (loss)	$ (3,344)	$ (6,470)
Changes in assets and liabilities			$ 0	$ 0
Net cash provided by (used in) operating activities			(6,470)	0
Net cash provided by (used in) operating activities			(6,470)	0
Net cash provided by (used in) investing activities			0	0
Issuance of Common Stock			100	0
Net cash provided by (used in) financing activities			6,574	0
Net increase (decrease) in cash			104	0
Cash at beginning of period			0	0
Cash at end of period	104	104	104	0
Interest paid			0	0
Income taxes paid			0	$ 0
Restated Adjustments [Member]
Net Income (loss)	(3,312)		(6,422)
Changes in assets and liabilities			0
Net cash provided by (used in) operating activities			(6,422)
Net cash provided by (used in) operating activities			(6,422)
Net cash provided by (used in) investing activities			0
Issuance of Common Stock			75
Increase in Shareholder loans			6,474
Capital in Excess of Par			(127)
Net cash provided by (used in) financing activities			6,447
Net increase (decrease) in cash			0
Cash at beginning of period			0
Cash at end of period	0	0	0
Interest paid			0
Income taxes paid			0
Restated [Member]
Net Income (loss)	(3,344)		(6,470)
Changes in assets and liabilities			0
Net cash provided by (used in) operating activities			(6,470)
Net cash provided by (used in) operating activities			(6,470)
Net cash provided by (used in) investing activities			0
Issuance of Common Stock			100
Increase in Shareholder loans			6,474
Capital in Excess of Par			0
Net cash provided by (used in) financing activities			6,574
Net increase (decrease) in cash			104
Cash at beginning of period			0
Cash at end of period	104	104	104
Interest paid			0
Income taxes paid			0
Previously Reported [Member]
Net Income (loss)	(32)		(48)
Changes in assets and liabilities			0
Net cash provided by (used in) operating activities			(48)
Net cash provided by (used in) operating activities			(48)
Net cash provided by (used in) investing activities			0
Issuance of Common Stock			25
Increase in Shareholder loans			0
Capital in Excess of Par			127
Net cash provided by (used in) financing activities			152
Net increase (decrease) in cash			104
Cash at beginning of period			0
Cash at end of period	$ 104	$ 104	104
Interest paid			0
Income taxes paid			$ 0

RESTATEMENT (Details 4)

RESTATEMENT (Details 4) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Feb. 21, 2022	Dec. 31, 2021
Net Income (loss)	$ 0	$ (6,370)	$ 0	$ 6,470	$ 0
Balance, amount	$ 100	$ (6,370)	$ (3,026)	$ (6,370)		$ 100	$ 0
Common Stock
Balance, shares	1,000,000	1,000,000	1,000,000	1,000,000		1,000,000
Net Income (loss)		$ 0
Balance, amount	$ 100	100	$ 100	$ 100		$ 100
Additional Paid-In Capital
Net Income (loss)		0
Balance, amount	0	0	0	0		0
Deficit Accumulated
Net Income (loss)		(3,344)
Balance, amount	$ 0	$ (6,474)	$ (3,126)	$ (6,474)		$ 0