Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | DILIGENT CAPITAL HOLDINGS, INC. | |
Entity Central Index Key | 0001922981 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 1,000,000 | |
Entity Public Float | $ 0 | |
Document Annual 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 | |
Auditor Name | MICHAEL GILLESPIE & ASSOCIATES, PLLC | |
Auditor Location | Washington | |
Auditor Firm Id | 6108 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 226 | $ 0 |
Total Current Assets | 226 | 0 |
TOTAL ASSETS | 226 | 0 |
Long Term Liabilities | ||
Shareholder Loans Payable | 9,314 | 0 |
Total Long Term Liabilities | 9,314 | 0 |
TOTAL LIABILITIES | 9,314 | 0 |
Stockholder's Equity (Deficit) | ||
Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding.) | 0 | 0 |
Common stock ($.0001 par value, 180,000,000 shares authorized; 1,000,000 shares issued and outstanding as of December 31, 2022) | 100 | 0 |
Paid in Capital | 0 | 0 |
Accumulated Deficit | (9,188) | 0 |
Total Stockholder's Equity (Deficit) | (9,088) | 0 |
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY (DEFICIT) | $ 226 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues, one | ||
Revenues | $ 0 | $ 0 |
Total Revenues | 0 | 0 |
Operating Expenses | ||
Accounting Fees & Expenses | 6,450 | |
Bank Fees & Charges | 93 | |
SEC Filing Fees & Expenses | 2,645 | 0 |
Total Operating Expenses | 9,188 | 0 |
Net Earnings (Loss) | $ (9,188) | $ 0 |
Basic loss per share | $ 0 | |
Weighted average number of common shares outstanding | 1,000,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income(loss) | $ (9,188) | $ 0 |
Changes in assets and liabilities | 0 | 0 |
Net cash provided by (used in) operating activities | 0 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash provided by (used in) investing activities | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of Common Stock | 100 | 0 |
Increase in Shareholder loans | 9,314 | 0 |
Capital in Excess of Par | 0 | 0 |
Net cash provided by (used in) financing activities | 9,414 | 0 |
Net increase (decrease) in cash | 226 | 0 |
Cash at beginning of period | 0 | 0 |
Cash at end of period | $ 226 | 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | |
Income taxes paid | $ 0 |
Statement of Changes in Stockho
Statement of Changes in Stockholders Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, amount at Dec. 31, 2021 | $ 0 | |||
Net Income (Loss) | (9,188) | |||
Balance, shares at Dec. 31, 2022 | 1,000,000 | |||
Balance, amount at Dec. 31, 2022 | $ (9,088) | $ 100 | $ 0 | $ (9,188) |
Balance, shares at Feb. 21, 2022 | 0 | 1,000,000 | 0 | 0 |
Balance, amount at Feb. 21, 2022 | $ 0 | $ 100 | $ 0 | $ 0 |
Net Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Mar. 31, 2022 | 0 | 1,000,000 | 0 | 0 |
Balance, amount at Mar. 31, 2022 | $ 100 | $ 100 | $ 0 | $ 0 |
Net Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Jun. 30, 2022 | 0 | 1,000,000 | 0 | 0 |
Balance, amount at Jun. 30, 2022 | $ (3,026) | $ 100 | $ 0 | $ (3,126) |
Balance, shares at Sep. 30, 2022 | 1,000,000 | |||
Balance, amount at Sep. 30, 2022 | (6,370) | $ 100 | 0 | (6,470) |
Net Income (Loss) | (9,088) | (9,188) | ||
Balance, shares at Dec. 31, 2022 | 1,000,000 | |||
Balance, amount at Dec. 31, 2022 | $ (9,088) | $ 100 | $ 0 | $ (9,188) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 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 year ended December 31, 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 December 31, 2022 and for the related periods presented. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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. 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 $9,314 related to such expenses as of December 31, 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 | 12 Months Ended |
Dec. 31, 2022 | |
Stockholder's Equity (Deficit) | |
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 December 31, 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 6. SUBSEQUENT EVENTS The Company evaluated subsequent events from December 31, 2022 through the date these financial statements were issued and has noted no subsequent events after December 31, 2022 for which disclosure is required. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Dec. 31, 2022 USD ($) |
RELATED PARTY TRANSACTIONS | |
Related party liabilities | $ 9,314 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 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 |