Document and Entity Information
Document and Entity Information - USD ($) | Sep. 24, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Details | |||
Registrant CIK | 0000726037 | ||
Fiscal Year End | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 0-12968 | ||
Entity Registrant Name | WINDGEN ENERGY, INC. | ||
Entity Incorporation, State or Country Code | UT | ||
Entity Tax Identification Number | 87-0397815 | ||
Entity Address, Address Line One | 8432 E. Shea Blvd., Suite 101 | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85260 | ||
Entity Address, Address Description | Address of principal executive offices | ||
City Area Code | (480) | ||
Local Phone Number | 991-9500 | ||
Phone Fax Number Description | Registrant’s telephone number, including area code | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 127,473 | ||
Entity Common Stock, Shares Outstanding | 52,206,525 | ||
Entity Listing, Par Value Per Share | $ 0.001 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 0 | $ 0 |
Other Assets: | ||
Deposit | 200 | 200 |
TOTAL ASSETS | 200 | 200 |
Current Liabilities: | ||
Accounts Payable | 27,462 | 13,462 |
Consulting Payable | 317,455 | 317,455 |
Note Payable | 116,124 | 108,047 |
Total Current Liabilities | 461,041 | 438,964 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred Stock, 10,000,000 shares authorized; Series A Cumulative convertible preferred stock, 8% cumulative, $4.50 par value, 1,000,000 shares designated, 5,254 shares outstanding at December 31, 2020 and 2019, (aggregate liquidation preference of $60,528) | 23,644 | 23,644 |
Common Stock, $0.001 par value: 100,000,000 shares authorized, 52,206,725 shares outstanding at December 31, 2020 and 2019 | 52,207 | 52,207 |
Additional Paid-In Capital | 9,604,316 | 9,604,316 |
Accumulated Deficit | (10,141,008) | (10,118,931) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (460,841) | (438,764) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 200 | $ 200 |
BALANCE SHEETS - Parenthetical
BALANCE SHEETS - Parenthetical - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 52,206,725 | 52,206,725 |
Series A Cumulative Convertible Preferred Stock | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% |
Preferred Stock, Par or Stated Value Per Share | $ 4.50 | $ 4.50 |
Preferred Stock, Shares Outstanding | 5,254 | 5,254 |
Preferred Stock, Liquidation Preference, Value | $ 60,528 | $ 60,528 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
REVENUES | $ 0 | $ 0 |
OPERATING EXPENSES | 14,000 | 0 |
INCOME (LOSS) FROM OPERATIONS | (14,000) | 0 |
OTHER INCOME (EXPENSE): | ||
Interest expense | 8,077 | 8,077 |
NET INCOME (LOSS) | $ (22,077) | $ (8,077) |
NET INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED): | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Weighted Average Number of Shares Outstanding, Basic | 52,206,725 | 52,206,725 |
Weighted Average Number of Shares Outstanding, Diluted | 52,214,606 | 52,214,606 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance at Dec. 31, 2018 | $ 23,644 | $ 52,207 | $ 9,604,316 | $ (10,109,435) | $ (429,268) |
Equity Balance, Shares at Dec. 31, 2018 | 5,254 | 52,206,725 | |||
Preferred stock dividends | (1,419) | (1,419) | |||
Net loss | (8,077) | (8,077) | |||
Equity Balance, Shares at Dec. 31, 2019 | 5,254 | 52,206,725 | |||
Equity Balance at Dec. 31, 2019 | $ 23,644 | $ 52,207 | 9,604,316 | (10,118,931) | (438,764) |
Net loss | (22,077) | (22,077) | |||
Equity Balance, Shares at Dec. 31, 2020 | 5,254 | 52,206,725 | |||
Equity Balance at Dec. 31, 2020 | $ 23,644 | $ 52,207 | $ 9,604,316 | $ (10,141,008) | $ (460,841) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,077) | $ (8,077) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accounts payable | 14,000 | 0 |
Net cash used in Operating Activities | (8,077) | (8,077) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 8,077 | 8,077 |
Net cash provided by Financing Activities | 8,077 | 8,077 |
NET INCREASE (DECREASE) IN CASH | 0 | 0 |
CASH AT BEGINNING OF PERIOD | 0 | 0 |
CASH AT END OF PERIOD | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW: | ||
Cash paid during the year for interest | 0 | 0 |
Cash paid during the year for income taxes | $ 0 | $ 0 |
NOTE 1 - NATURE OF OPERATIONS
NOTE 1 - NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 1 - NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Nature of Operations WindGen Energy Inc. (the “Company”) intends to acquire technology (the “Technology”) from DASH B.S.T. Ltd, an Israeli entity that has developed next-generation solar energy solutions to underrepresented and/or growing market segments. The Company is currently targeting high-growth agriculture solar market segments for its advanced solar power generation systems (“solar systems”). The Company is prepared for conducting business in multiple locations throughout the United States and possibly Israel. Our business office is located at 8432 East Shea Blvd, #101, Scottsdale, Arizona 85250. Our Technology development office is located at 33 Ozer Haim St, Petah Tiqwa, Israel 4936157 WindGen Energy, Inc. (“WindGen” or the “Company”) was incorporated as a Utah corporation on June 16, 1983 under the name of InMedica Development Corporation. On December 4, 2009, a majority of the Company’s shareholders executed a consent resolution to amend the Company’s Articles of Incorporation to change the Company’s name to WindGen Energy, Inc. (“WindGen” or the “Company”) and to increase the number of authorized common stock shares from 40,000,000 to 100,000,000. A Certificate of Amendment for such amendments was filed by the Company with the Secretary of State of Utah effective on December 16, 2009. The name changes and the new trading symbol, “WGEI,” was approved by FINRA on March 16, 2010. Since January 2009, management has refocused the Company on wind energy devices. On April 17, 2009, we entered into a license agreement (the “License Agreement”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which we were granted the exclusive license to assemble and market WSR’s wind sail receptor energy generation devices using blades of 15 feet or less in length in the United States, Canada, the United Kingdom and Ireland, with nonexclusive rights in the rest of the world except Latin America. Under the License Agreement, we were to acquire 100 blades from WSR during the first year after WSR is able to manufacture the blades. During 2010, the Company issued 1,900,000 shares of the Company’s restricted common stock to WSR in consideration of amending the License Agreement. The proposed amendment to the License Agreement between the Company and WSR was not executed. The reasons are various and include, but are not limited to, finalizing details regarding the need for the Company to be involved in assembly of the wind turbines in various license territories outside the US, final pricing that the units will be sold by WSR to the Company, final terms of the product Warranty to be provided by WSR, and possible additional exclusive territory added to the License. On March 20, 2012, the Company entered into two new agreements with WSR. These two agreements replaced the exclusive sales and distribution License Agreement previously held by the Company. One agreement is a perpetual royalty agreement whereby WSR will pay to the Company a royalty on each Wind Sail Receptor Small Wind Turbine System sold in the United States and Canada. The royalty amounts payable are $250 for three-foot blade diameter units sold, $500 for six-foot blade diameter units sold and $1,500 for twelve-foot blade diameter units sold. A further provision of the new agreement with WSR returns the 1,900,000 restricted shares of the Company’s Common Stock. These shares were canceled on the books and records of the Company reducing the total issued and outstanding shares of the Company’s Common Stock. The second agreement awarded the Company a dealership for the exclusive sale and distribution of the Wind Sail Receptor Small Wind Turbines with a blade diameter not to exceed twelve feet for the United Kingdom and the Republic of Ireland. To date WSR has not sold any of its small wind turbines and the Company has not received any royalties from sales. The two agreements remain in full force and effect. WindGen Energy Inc is currently focused on providing access to solar energy for agriculture greenhouse energy consumers. The Company is prepared for conducting business in multiple locations throughout the United States and possibly Israel. The Company has been involved primarily in organizational activities associated with finalizing the development of the Technology and creating a final marketing plan to sell its solar power systems. The Company intends to developed relationships with selective existing distributors of agriculture greenhouse solar solutions. The Company hopes to leverage these relationships to offer for sale and installation of its unique solar energy solutions. The Company currently has no manufacturing or installation capabilities and will rely upon third-parties for manufacturing and installation of our solar systems. Each sale and installation affiliate will be paid on a project-by-project basis in installments as they complete various phases of the project and reach applicable milestones within each respective distribution agreement. However, we have not yet entered into any specific distribution agreements so therefore we cannot predict exactly what such terms will be or if any if these relationships will produce any revenue. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary difference between the financial statements and tax bases of assets and liability using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will be realized. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740 10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company accounts for federal income taxes based on the provisions promulgated by the Internal Revenue Service, which has a statute of limitation of three years. It also accounts for state income taxes based on the provisions promulgated by the state of Wyoming. As of the Company's has not yet filed a tax return, the Company has no net operating loss (NOL) for which it may receive future tax income tax benefit. Revenue Recognition The Company recognizes revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred, or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. The Company recognizes license and service revenue pursuant to multiple short-term contracts for specific projects. These contracts include certain fixed and variable pricing components. Fixed price components are subject to certain milestones, as defined in the individual contracts, and revenue is recognized once the specific milestone is attained. Variable price components are recognized in the month the Company provides the defined services. Allowance for Uncollectible Accounts The Company recognizes an allowance on accounts receivable deemed to be uncollectible. The Company assesses its receivables based on historical loss patterns, aging of the receivables, and assessments of specific identifiable customer accounts considered at risk or uncollectible. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of the receivables in the determination of the allowance for doubtful accounts. The Company has determined that an allowance against its accounts receivable balances was not necessary at December 31, 2020. Equipment and Furniture Equipment and furniture are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets which range from three years to five years. Depreciation expense for the years ended December 31, 2019 and 2020 was $0 and $0, respectively. Research and Development Research and development costs are expensed as incurred. Net Loss per Common Share Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock. At December 31, 2019 and 2020, respectively, there were 52,214,606 potentially dilutive common stock equivalents. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Comprehensive Income There are no components of comprehensive income other than the net loss. Cash Equivalents For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including receivables, accounts payable, accrued liabilities, and notes payable at December 31, 2019 and 2020 approximates their fair values due to the short-term nature of these financial instruments. Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments. Financial Accounting Standards Board ("FASB") guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange traded instruments and listed equities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. Goodwill and Other Intangible Assets Goodwill and other intangible assets are recorded under the provisions of the Financial Accounting Standards Board (FASB) ASC 350 (formerly Statement ASC No. 142 (SFAS 142), Goodwill and Other Intangible Assets) Costs of internally developing, maintaining and restoring intangible assets (including goodwill) that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as a whole, are recognized as an expense when incurred. An intangible asset (excluding goodwill) with a definite useful life is amortized; an intangible asset with an indefinite useful life is not amortized until its useful life is determined to be no longer indefinite. The remaining useful lives of intangible assets not being amortized are evaluated at least annually to determine whether events and circumstances continue to support an indefinite useful life. If and when an intangible asset is determined to no longer have an indefinite useful life, the asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner as other intangibles that are subject to amortization. An intangible asset (including goodwill) that is not subject to amortization shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with their carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. In accordance with ASC 350, goodwill is not amortized. It is the Company’s policy to test for impairment no less than annually, or when conditions occur that may indicate an impairment. The Company’s intangible assets, which consist of licensing rights valued at $190,000 recorded in connection with the acquisition of the license related to the agreement with Wind Sail Receptor, Inc., were acquired in 2009 and was tested for impairment in 2020. The licensing rights were determined to have an indefinite life as of December 31, 2020. Recently Adopted Accounting Pronouncements In October 2018, the Financial Accounting Standard Board (‘‘FASB’’) issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a fifth U.S. benchmark interest rate for purposes of hedge accounting. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied prospectively for qualifying new or re-designated hedging relationships entered into after December 31, 2018. We adopted the new guidance on December 31, 2018. The adoption did not have an impact on our financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which changes the fair value measurement disclosure requirements of ASC 820. The guidance adds and clarifies certain disclosure requirements for fair value measurements with the objective of improving the effectiveness of disclosures in the notes to financial statements. The adoption did not have an impact on our financial statements. In February 2016, the FASB issued ASC 842, which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASC 842 requires lessees to recognize a lease liability and a ROU asset for virtually all of their leases (other than leases that meet the definition of a short-term lease). ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued several ASUs to clarify and improve certain aspects of the new lease standard including, among many other things, the rate implicit in the lease, lessee reassessment of lease classification, variable payments that depend on an index or rate, methods of transition including an optional transition method to continue recognizing and disclosing leases entered into prior to the adoption date under ASC 840. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors, related to sales taxes and other similar taxes collected from lessees, certain lessor costs paid by lessees to third parties, and related to recognition of variable payments for contracts. On December 31, 2018, we adopted ASC 842 using the optional transitional method for all leases that existed at or commenced before that date. We elected to apply the practical expedients in ASC 842-10-65-1 (f) and (g), and therefore: 1) did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed; 2) did not re-assess initial direct costs for any existing leases; 3) used hindsight for determining the lease term for all leases whereon ASC 842 has been applied; 4) elected to not separate the lease and non-lease components; 5) elected to not apply the recognition and measurement requirements of the new guidance to short-term leases; 6) did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance; 108 The adoption of ASC 842 had a material impact on our balance sheet as the standard requires us to recognize an ROU asset and lease liability on our balance sheet as of December 31, 2018, for all existing leases other than those to which we have applied the short-term lease practical expedient. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. Topic 326 is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. Based on the current composition of our financial instruments, current market conditions, foreseeable and supportable forecasts, and historical credit loss experience, the impact on our financial statements and related disclosures is not expected to be material. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. No material impact is expected on our financial statements and disclosures, upon adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the 109 internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. No material impact is expected on our financial statements and disclosures, upon adoption. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. No material impact is expected on our financial statements and disclosures, upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis to the date of initial application of Topic 606 with early adoption permitted. Although we are evaluating the potential impact of this ASU on our financial statements and disclosures, we are not expecting material impacts. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for us no later than the first quarter of fiscal 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial statements and disclosures. |
NOTE 3 - LIQUIDITY AND GOING CO
NOTE 3 - LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 3 - LIQUIDITY AND GOING CONCERN | NOTE 3 – LIQUIDITY AND GOING CONCERN The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company generated negative cash flows from operations of $8,077 and $8,077 in 2019 and 2020, respectively, and net losses from operations of $8,077 and $22,077 in 2019 and 2020, respectively. As of December 31, 2020, the Company had an accumulated deficit of $10,141,008 and a working capital deficit of $460,841. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Management’s operating plan includes pursuing additional fund raising as well as putting in place all the initial requirements in anticipation of the Company beginning operations and generating revenue in 2021. |
NOTE 4 - NOTES PAYABLE
NOTE 4 - NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 4 - NOTES PAYABLE | NOTE 4 - NOTES PAYABLE In June and September 2011, the Company borrowed $60,000 from a third party (the “10% Note Holder”). The note is past due and carries an interest rate of 10% per annum (the “10% Note”). At December 31, 2020, $61,364 interest was due on the 10% Note. |
NOTE 5 - INCOME TAXES
NOTE 5 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 5 - INCOME TAXES | NOTE 5 - INCOME TAXES Deferred income tax assets consisted of the following: ber 31, 2019 2020 Net operating loss carry forwards $ 10,118,931 $ 10,141,008 Future deductions temporary differences related to compensations, reserves and accruals Less Valuation allowance (10,118,931) (10,141,008) Deferred income tax assets $ - $ - At December 31, 2020, the Company had consolidated net operating loss carry- forwards for federal income tax purposes of approximately $10,141,008. These net operating loss carry-forwards expire at various dates beginning in 2021 through 2031. Due to the uncertainty with respect to ultimate realization, the Company has established a valuation allowance for all deferred income tax assets. |
NOTE 6 - COMMON STOCK
NOTE 6 - COMMON STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 6 - COMMON STOCK | NOTE 6 - COMMON STOCK The Company is authorized to issue 100,000,000 shares of common stock, $0.001 par value (the “Common Stock”), of which approximately 52,206,725 shares were issued and outstanding on December 31, 2020. All presently outstanding shares are duly authorized, fully-paid and non-assessable. Each share of the Common Stock is entitled to one vote on all matters to be voted on by the shareholders, such as the election of certain directors and other matters that directly impact the rights of the holders of such class. There is no cumulative voting in the election of directors. Holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors out of funds legally available therefore. In the event of any dissolution, winding up or liquidation of the Company, the shares of Common Stock will share ratably in all the funds available for distribution after payment of all debts and obligations. The holders of Common Stock are subject to any rights that may be fixed for holders of preferred stock as designated upon issuance. On December 4, 2009, the Company changed its total authorized common shares from 40,000,000 to 100,000,000 shares. During 2019 and 2020 there were no shares of the Company’s Common Stock were issued. The last time the Company issued shares of its Common Stock was on February 8, 2012, the Company issued 500,000 shares of restricted common stock to Wakabayashi Fund LLC of Tokyo, Japan |
NOTE 7 - PREFERRED STOCK
NOTE 7 - PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 7 - PREFERRED STOCK | NOTE 7 - PREFERRED STOCK The Company is authorized to issue 10,000,000 shares of preferred stock. The Company’s board of directors designated 1,000,000 shares of this preferred stock as Series A Cumulative Convertible Preferred Stock (“Series A Preferred”) with a par value of $4.50 per share. Holders of the Series A Preferred receive annual cumulative dividends of 8%, payable quarterly, which dividends are required to be fully paid or set aside before any other dividend on any class or series of stock of the Company is paid. Holders of the Series A Preferred receive no voting rights but do receive a liquidation preference of $4.50 per share, plus accrued and unpaid dividends. Series A Preferred stockholders have the right to convert each share of Series A Preferred to the Company’s common stock at a rate of 1.5 common shares to 1 preferred share. During 2010, the Company completed the conversion of three of the four existing 8% Series A cumulative preferred shareholders by issuing 246,834 of the Company’s restricted common shares at a price of $0.50 per share plus a $5,000 cash payment to each preferred shareholder. The conversion of these preferred shares reduced the dividends payable from $64,309 at December 31, 2009 to $17,969 at December 31, 2010. As of December 31, 2020, the total dividends payable on the remaining shares of Series A cumulative preferred is $0. On January 20, 2020 the Company amended its articles of incorporation in the State of Utah designation from its existing authorized shares of Preferred Stock One Million (1,000.000) shares of non-cumulative Series “B” Preferred Stock, $0.001 par value, issuable at $5.00 per share. To date no shares of the Series “B” Preferred Stock has been issued. |
NOTE 8 - STOCK OPTIONS
NOTE 8 - STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 8 - STOCK OPTIONS | NOTE 8 - STOCK OPTIONS There are no outstanding stock options at December 31, 2020. |
NOTE 9 - EARNINGS PER SHARE
NOTE 9 - EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 9 - EARNINGS PER SHARE | NOTE 9 – EARNINGS PER SHARE The following data show the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock: December 31, 2019 2020 Net Income (Loss) $ (10,118,931) $ (10,141,008) Less: preferred dividends (1,419) - Income (Loss) available to common stockholders used basic EPS $ (8,077) $ (22,077) Weighted average number of common shares used in basic EPS 52,206,725 52,206,725 Effect of dilutive securities: Convertible preferred stock 7,881 7,881 Convertible notes payable -- -- Options - - Weighted average number of common shares and dilutive 52,214,606 52,214,606 |
NOTE 10 - DISCONTINUED OPERATIO
NOTE 10 - DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 10 - DISCONTINUED OPERATIONS | NOTE 10 – DISCONTINUED OPERATIONS NONE |
NOTE 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS During 2019 and 2020 the Company did not accrue any consulting expenses from officers of the Company. There were no other related party transactions. |
NOTE 12 - UNCERTAIN TAX POSITIO
NOTE 12 - UNCERTAIN TAX POSITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 12 - UNCERTAIN TAX POSITIONS | NOTE 12 – UNCERTAIN TAX POSITIONS Effective January 1, 2007, the Company adopted the provisions of ASC 740 (formerly FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” Interest costs related to unrecognized tax benefits are classified as “Interest Expense, Net” in the accompanying statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended December 31, 2020. In many cases the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the Company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2010. |
NOTE 13 - PROPERTIES
NOTE 13 - PROPERTIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 13 - PROPERTIES | NOTE 13 – PROPERTIES The Company’s offices are located at 8432 Shea Blvd, Suite 101, Scottsdale, Arizona consists of a 100 square foot office space that is provided at no cost to the Company by an existing shareholder of the Company. |
NOTE 14 - SUBSEQUENT EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 14 - SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued and filed with the SEC and has determined that there are no such events that warrant disclosure or recognition in the financial statements. |
NOTE 2 - SIGNIFICANT ACCOUNTI_2
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
NOTE 2 - SIGNIFICANT ACCOUNTI_3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary difference between the financial statements and tax bases of assets and liability using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will be realized. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740 10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company accounts for federal income taxes based on the provisions promulgated by the Internal Revenue Service, which has a statute of limitation of three years. It also accounts for state income taxes based on the provisions promulgated by the state of Wyoming. As of the Company's has not yet filed a tax return, the Company has no net operating loss (NOL) for which it may receive future tax income tax benefit. |
NOTE 2 - SIGNIFICANT ACCOUNTI_4
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred, or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. The Company recognizes license and service revenue pursuant to multiple short-term contracts for specific projects. These contracts include certain fixed and variable pricing components. Fixed price components are subject to certain milestones, as defined in the individual contracts, and revenue is recognized once the specific milestone is attained. Variable price components are recognized in the month the Company provides the defined services. |
NOTE 2 - SIGNIFICANT ACCOUNTI_5
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Allowance for Uncollectible Accounts (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Allowance for Uncollectible Accounts | Allowance for Uncollectible Accounts The Company recognizes an allowance on accounts receivable deemed to be uncollectible. The Company assesses its receivables based on historical loss patterns, aging of the receivables, and assessments of specific identifiable customer accounts considered at risk or uncollectible. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of the receivables in the determination of the allowance for doubtful accounts. The Company has determined that an allowance against its accounts receivable balances was not necessary at December 31, 2020. |
NOTE 2 - SIGNIFICANT ACCOUNTI_6
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Equipment and Furniture (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Equipment and Furniture | Equipment and Furniture Equipment and furniture are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets which range from three years to five years. Depreciation expense for the years ended December 31, 2019 and 2020 was $0 and $0, respectively. |
NOTE 2 - SIGNIFICANT ACCOUNTI_7
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Research and Development | Research and Development Research and development costs are expensed as incurred. Net Loss per Common Share |
NOTE 2 - SIGNIFICANT ACCOUNTI_8
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock. At December 31, 2019 and 2020, respectively, there were 52,214,606 potentially dilutive common stock equivalents. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share. |
NOTE 2 - SIGNIFICANT ACCOUNTI_9
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 2 - SIGNIFICANT ACCOUNT_10
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Comprehensive Income (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Comprehensive Income | Comprehensive Income There are no components of comprehensive income other than the net loss. |
NOTE 2 - SIGNIFICANT ACCOUNT_11
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Cash Equivalents | Cash Equivalents For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
NOTE 2 - SIGNIFICANT ACCOUNT_12
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. |
NOTE 2 - SIGNIFICANT ACCOUNT_13
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including receivables, accounts payable, accrued liabilities, and notes payable at December 31, 2019 and 2020 approximates their fair values due to the short-term nature of these financial instruments. Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments. Financial Accounting Standards Board ("FASB") guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange traded instruments and listed equities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. |
NOTE 2 - SIGNIFICANT ACCOUNT_14
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Goodwill and Other Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and other intangible assets are recorded under the provisions of the Financial Accounting Standards Board (FASB) ASC 350 (formerly Statement ASC No. 142 (SFAS 142), Goodwill and Other Intangible Assets) Costs of internally developing, maintaining and restoring intangible assets (including goodwill) that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as a whole, are recognized as an expense when incurred. An intangible asset (excluding goodwill) with a definite useful life is amortized; an intangible asset with an indefinite useful life is not amortized until its useful life is determined to be no longer indefinite. The remaining useful lives of intangible assets not being amortized are evaluated at least annually to determine whether events and circumstances continue to support an indefinite useful life. If and when an intangible asset is determined to no longer have an indefinite useful life, the asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner as other intangibles that are subject to amortization. An intangible asset (including goodwill) that is not subject to amortization shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with their carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. In accordance with ASC 350, goodwill is not amortized. It is the Company’s policy to test for impairment no less than annually, or when conditions occur that may indicate an impairment. The Company’s intangible assets, which consist of licensing rights valued at $190,000 recorded in connection with the acquisition of the license related to the agreement with Wind Sail Receptor, Inc., were acquired in 2009 and was tested for impairment in 2020. The licensing rights were determined to have an indefinite life as of December 31, 2020. |
NOTE 2 - SIGNIFICANT ACCOUNT_15
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Recently Adopted Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2018, the Financial Accounting Standard Board (‘‘FASB’’) issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a fifth U.S. benchmark interest rate for purposes of hedge accounting. The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied prospectively for qualifying new or re-designated hedging relationships entered into after December 31, 2018. We adopted the new guidance on December 31, 2018. The adoption did not have an impact on our financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which changes the fair value measurement disclosure requirements of ASC 820. The guidance adds and clarifies certain disclosure requirements for fair value measurements with the objective of improving the effectiveness of disclosures in the notes to financial statements. The adoption did not have an impact on our financial statements. In February 2016, the FASB issued ASC 842, which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASC 842 requires lessees to recognize a lease liability and a ROU asset for virtually all of their leases (other than leases that meet the definition of a short-term lease). ASC 842 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued several ASUs to clarify and improve certain aspects of the new lease standard including, among many other things, the rate implicit in the lease, lessee reassessment of lease classification, variable payments that depend on an index or rate, methods of transition including an optional transition method to continue recognizing and disclosing leases entered into prior to the adoption date under ASC 840. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842) Narrow-Scope Improvements for Lessors, related to sales taxes and other similar taxes collected from lessees, certain lessor costs paid by lessees to third parties, and related to recognition of variable payments for contracts. On December 31, 2018, we adopted ASC 842 using the optional transitional method for all leases that existed at or commenced before that date. We elected to apply the practical expedients in ASC 842-10-65-1 (f) and (g), and therefore: 1) did not reassess expired contracts for presence of lease components therein and if it was already concluded that such contracts had lease components, then the classification of the respective lease components therein have not been re-assessed; 2) did not re-assess initial direct costs for any existing leases; 3) used hindsight for determining the lease term for all leases whereon ASC 842 has been applied; 4) elected to not separate the lease and non-lease components; 5) elected to not apply the recognition and measurement requirements of the new guidance to short-term leases; 6) did not assess whether existing or expired land easements that were not previously assessed under legacy guidance on leases are or contain a lease under the new guidance; 108 The adoption of ASC 842 had a material impact on our balance sheet as the standard requires us to recognize an ROU asset and lease liability on our balance sheet as of December 31, 2018, for all existing leases other than those to which we have applied the short-term lease practical expedient. |
NOTE 2 - SIGNIFICANT ACCOUNT_16
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements Not Yet Adopted (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and subsequent amendment to the initial guidance: ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The amendment applies to entities which hold financial assets and net investments in leases that are not accounted for at fair value through net income as well as loans, debt securities, accounts receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. Topic 326 is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. Based on the current composition of our financial instruments, current market conditions, foreseeable and supportable forecasts, and historical credit loss experience, the impact on our financial statements and related disclosures is not expected to be material. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. No material impact is expected on our financial statements and disclosures, upon adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) requiring a customer in a cloud computing arrangement that is a service contract to follow the 109 internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for us no later than the first quarter of fiscal 2020 with early adoption permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. No material impact is expected on our financial statements and disclosures, upon adoption. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which broadens the scope of the private company alternative to include all common control arrangements that meet specific criteria (not just leasing arrangements) and also eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. No material impact is expected on our financial statements and disclosures, upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, which 1) clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606; 2) adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and 3) requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. This ASU is effective for us no later than the first quarter of fiscal 2020 on a retrospective basis to the date of initial application of Topic 606 with early adoption permitted. Although we are evaluating the potential impact of this ASU on our financial statements and disclosures, we are not expecting material impacts. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for us no later than the first quarter of fiscal 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial statements and disclosures. |
NOTE 5 - INCOME TAXES_ Schedule
NOTE 5 - INCOME TAXES: Schedule of Deferred Income Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Deferred Income Tax Assets | Deferred income tax assets consisted of the following: ber 31, 2019 2020 Net operating loss carry forwards $ 10,118,931 $ 10,141,008 Future deductions temporary differences related to compensations, reserves and accruals Less Valuation allowance (10,118,931) (10,141,008) Deferred income tax assets $ - $ - |
NOTE 9 - EARNINGS PER SHARE_ Sc
NOTE 9 - EARNINGS PER SHARE: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | The following data show the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock: December 31, 2019 2020 Net Income (Loss) $ (10,118,931) $ (10,141,008) Less: preferred dividends (1,419) - Income (Loss) available to common stockholders used basic EPS $ (8,077) $ (22,077) Weighted average number of common shares used in basic EPS 52,206,725 52,206,725 Effect of dilutive securities: Convertible preferred stock 7,881 7,881 Convertible notes payable -- -- Options - - Weighted average number of common shares and dilutive 52,214,606 52,214,606 |
NOTE 1 - NATURE OF OPERATIONS (
NOTE 1 - NATURE OF OPERATIONS (Details) - shares | Mar. 20, 2012 | Apr. 17, 2009 | Dec. 31, 2010 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 04, 2009 | Dec. 03, 2009 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 40,000,000 | |||
License Agreement with Wind Sail Receptor, Inc (WSR) | |||||||
Agreement terms | On April 17, 2009, we entered into a license agreement (the “License Agreement”) with Wind Sail Receptor, Inc. of Boulder City, Nevada (“WSR”), pursuant to which we were granted the exclusive license to assemble and market WSR’s wind sail receptor energy generation devices using blades of 15 feet or less in length in the United States, Canada, the United Kingdom and Ireland, with nonexclusive rights in the rest of the world except Latin America. Under the License Agreement, we were to acquire 100 blades from WSR during the first year after WSR is able to manufacture the blades. | During 2010, the Company issued 1,900,000 shares of the Company’s restricted common stock to WSR in consideration of amending the License Agreement. The proposed amendment to the License Agreement between the Company and WSR was not executed. The reasons are various and include, but are not limited to, finalizing details regarding the need for the Company to be involved in assembly of the wind turbines in various license territories outside the US, final pricing that the units will be sold by WSR to the Company, final terms of the product Warranty to be provided by WSR, and possible additional exclusive territory added to the License. | |||||
License Agreement with Wind Sail Receptor, Inc (WSR) | Restricted Stock | Common Stock | |||||||
Stock Issued During Period, Shares, Other | 1,900,000 | ||||||
Stock Repurchased and Retired During Period, Shares | 1,900,000 | ||||||
Perpetual Royalty Agreement with Wind Sail Receptor, Inc (WSR) | |||||||
Agreement terms | One agreement is a perpetual royalty agreement whereby WSR will pay to the Company a royalty on each Wind Sail Receptor Small Wind Turbine System sold in the United States and Canada. The royalty amounts payable are $250 for three-foot blade diameter units sold, $500 for six-foot blade diameter units sold and $1,500 for twelve-foot blade diameter units sold. | ||||||
Dealership Agreement with Wind Sail Receptor, Inc (WSR) | |||||||
Agreement terms | The second agreement awarded the Company a dealership for the exclusive sale and distribution of the Wind Sail Receptor Small Wind Turbines with a blade diameter not to exceed twelve feet for the United Kingdom and the Republic of Ireland. |
NOTE 2 - SIGNIFICANT ACCOUNT_17
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Equipment and Furniture (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation | $ 0 | $ 0 |
Minimum | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum | ||
Property, Plant and Equipment, Useful Life | 5 years |
NOTE 2 - SIGNIFICANT ACCOUNT_18
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Weighted Average Number of Shares Outstanding, Diluted | 52,214,606 | 52,214,606 |
NOTE 2 - SIGNIFICANT ACCOUNT_19
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Goodwill and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2009USD ($) | |
Licensing Rights | License Agreement with Wind Sail Receptor, Inc (WSR) | |
Indefinite-lived Intangible Assets Acquired | $ 190,000 |
NOTE 3 - LIQUIDITY AND GOING _2
NOTE 3 - LIQUIDITY AND GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Net cash used in Operating Activities | $ 8,077 | $ 8,077 |
Net loss | 22,077 | 8,077 |
Accumulated Deficit | 10,141,008 | $ 10,118,931 |
Working capital deficit | $ 460,841 |
NOTE 4 - NOTES PAYABLE (Details
NOTE 4 - NOTES PAYABLE (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Sep. 30, 2011 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from notes payable | $ 8,077 | $ 8,077 | |
Notes Payable | Third Party - 10% Note Holder | |||
Proceeds from notes payable | $ 60,000 | ||
Debt Instrument, Description | The note is past due and carries an interest rate of 10% per annum (the “10% Note”). | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Interest Payable, Current | $ 61,364 |
NOTE 5 - INCOME TAXES_ Schedu_2
NOTE 5 - INCOME TAXES: Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Details | ||
Net operating loss carry forwards | $ 10,141,008 | $ 10,118,931 |
Less Valuation allowance | (10,141,008) | (10,118,931) |
Deferred income tax assets | $ 0 | $ 0 |
NOTE 5 - INCOME TAXES (Details)
NOTE 5 - INCOME TAXES (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Details | |
Operating Loss Carryforwards | $ 10,141,008 |
Operating Loss Carryforwards, Limitations on Use | These net operating loss carry-forwards expire at various dates beginning in 2021 through 2031. |
NOTE 6 - COMMON STOCK (Details)
NOTE 6 - COMMON STOCK (Details) - $ / shares | Feb. 08, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 04, 2009 | Dec. 03, 2009 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 40,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares, Issued | 52,206,725 | ||||
Common Stock, Shares, Outstanding | 52,206,725 | 52,206,725 | |||
Common Stock, Voting Rights | Each share of the Common Stock is entitled to one vote on all matters to be voted on by the shareholders, such as the election of certain directors and other matters that directly impact the rights of the holders of such class. There is no cumulative voting in the election of directors. | ||||
Common Stock | |||||
Stock Issued During Period, Shares, New Issues | 0 | 0 | |||
Common Stock | Restricted Stock | Wakabayashi Fund LLC - Tokyo, Japan | |||||
Stock Issued During Period, Shares, New Issues | 500,000 |
NOTE 7 - PREFERRED STOCK (Detai
NOTE 7 - PREFERRED STOCK (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2010 | Jan. 20, 2020 | Dec. 31, 2009 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||
Restricted Stock | Common Stock | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 246,834 | ||||
Shares Issued, Price Per Share | $ 0.50 | ||||
Series A Cumulative Convertible Preferred Stock | |||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 4.50 | $ 4.50 | |||
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% | 8.00% | ||
Preferred Stock, Dividend Payment Terms | payable quarterly, which dividends are required to be fully paid or set aside before any other dividend on any class or series of stock of the Company is paid | ||||
Preferred Stock, Voting Rights | Holders of the Series A Preferred receive no voting rights | ||||
Preferred Stock, Liquidation Preference Per Share | $ 4.50 | ||||
Preferred Stock, Conversion Basis | Series A Preferred stockholders have the right to convert each share of Series A Preferred to the Company’s common stock at a rate of 1.5 common shares to 1 preferred share. | ||||
Cash paid to each preferred shareholder | $ 5,000 | ||||
Dividends Payable, Current | $ 0 | $ 17,969 | $ 64,309 | ||
Non-Cumulative Series B Preferred Stock | |||||
Preferred Stock, Shares Authorized | 1,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Share Price | $ 5 |
NOTE 9 - EARNINGS PER SHARE_ _2
NOTE 9 - EARNINGS PER SHARE: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Net Income (Loss) | $ (10,141,008) | $ (10,118,931) |
Less: preferred dividends | 0 | (1,419) |
Income (Loss) available to common stockholders used basic EPS | $ (22,077) | $ (8,077) |
Weighted Average Number of Shares Outstanding, Basic | 52,206,725 | 52,206,725 |
Effect of dilutive securities: | ||
Convertible preferred stock | 7,881 | 7,881 |
Convertible notes payable | 0 | 0 |
Options | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 52,214,606 | 52,214,606 |
NOTE 12 - UNCERTAIN TAX POSIT_2
NOTE 12 - UNCERTAIN TAX POSITIONS (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Details | |
Unrecognized Tax Benefits | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 |