Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2020 | Jul. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-30746 | |
Entity Registrant Name | TRICCAR INC. | |
Entity Central Index Key | 0001108645 | |
Entity Tax Identification Number | 84-4250492 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 220 Travis Street | |
Entity Address, Address Line Two | Suite 501 | |
Entity Address, City or Town | Shreveport | |
Entity Address, State or Province | LA | |
Entity Address, Postal Zip Code | 71101 | |
City Area Code | 318 | |
Local Phone Number | 425-5000 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | TCCR | |
Security Exchange Name | NONE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,000,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 1,699 | $ 29,467 |
Total current assets | 1,699 | 29,467 |
Total Assets | 1,699 | 29,467 |
Current Liabilities: | ||
Accounts payable | 228,411 | |
Accrued liabilities, Related Party | 48,830 | 32,491 |
Total current liabilities | 277,241 | 32,491 |
Stockholders’ Deficit: | ||
Preferred stock $.0001 par value; authorized 50,000,000 shares with no outstanding as December 31, 2020 and December 31, 2019 | 0 | 0 |
Additional paid-in capital | 101,401 | |
Accumulated deficit | (285,542) | (105,225) |
Total stockholders’ deficit | (275,542) | (3,024) |
Total Liabilities and Stockholders’ Deficit | 1,699 | 29,467 |
Common Class A [Member] | ||
Stockholders’ Deficit: | ||
Common Stock, Value, Issued | 7,250 | 525 |
Common Class B [Member] | ||
Stockholders’ Deficit: | ||
Common Stock, Value, Issued | $ 2,750 | $ 275 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 400,000,000 | |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.00001 |
Common Stock, Shares Authorized | 27,500,000 | 30,000,000 |
Common Stock, Shares, Issued | 27,500,000 | 27,500,000 |
Common Stock, Shares, Outstanding | 27,500,000 | 27,500,000 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 372,500,000 | |
Common Stock, Shares, Issued | 72,500,000 | |
Common Stock, Shares, Outstanding | 72,500,000 | 52,500,000 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Issued | 52,500,000 | |
Common Stock, Shares, Outstanding | 52,500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue, net of discounts | ||
Costs and expenses: | ||
Operating expenses, Related Party | 60,000 | |
General and administrative | 56,182 | 89,178 |
Total costs and expenses | 116,182 | 89,178 |
Operating loss | (116,182) | (89,178) |
Other (income) expense: | ||
Other income | (10,000) | |
Total Other (income) expense | 10,000 | |
Loss before provision for income taxes | (106,182) | (89,178) |
Provision for income taxes | ||
Net loss | $ (106,182) | $ (89,178) |
Net loss per common share - Basic | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding: | ||
Basic | 87,103,825 | 14,302,491 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (106,182) | $ (89,178) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 60,000 | |
Accrued expenses | 16,339 | 29,041 |
Net cash used in operating activities | (29,843) | (60,137) |
Cash Flows from Investing Activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceed from equity investment | 2,075 | 78,000 |
Net cash provided by financing activities | 2,075 | 78,000 |
Net increase (decrease) in cash | (27,768) | 17,863 |
Cash at beginning of the year | 29,467 | 11,604 |
Cash at end of the year | 1,699 | 29,467 |
Cash paid for: | ||
Interest | 0 | 0 |
Taxes | 0 | 0 |
Supplemental Disclosure Of Non-Cash Investing And Financing | ||
Accounts payable acquired in reverse merger | $ 168,411 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance December 31, 2019 of TRICCAR Holdings, Inc. at Dec. 31, 2018 | $ 525 | $ 275 | $ 23,401 | $ (16,047) | $ 8,154 |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 52,376,527 | 27,500,000 | |||
Contributions by shareholders | $ 0 | $ 0 | 78,000 | 0 | 78,000 |
Net Loss | 0 | 0 | 0 | (89,178) | (89,178) |
Ending balance, value at Dec. 31, 2019 | $ 525 | $ 275 | 101,401 | (105,225) | (3,024) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 52,500,000 | 27,500,000 | |||
Contributions by shareholders | $ 0 | $ 0 | 2,075 | 0 | 2,075 |
Net Loss | 0 | 0 | 0 | (106,182) | (106,182) |
Recapitalization on reverse merger - purging previous share | $ (525) | $ (275) | (103,476) | 0 | (104,276) |
Recapitalization on reverse merger - purging previous share | (52,500,000) | (27,500,000) | |||
Recapitalization on reverse merger - issuance of new share | $ 7,250 | $ 2,750 | 0 | (74,135) | (64,135) |
Recapitalization on reverse merger - issuance of new share | 72,500,000 | 27,500,000 | |||
Ending balance, value at Dec. 31, 2020 | $ 7,250 | $ 2,750 | $ (285,542) | $ (275,542) |
BUSINESS ACTIVITIES
BUSINESS ACTIVITIES | 12 Months Ended |
Dec. 31, 2020 | |
Business Activities | |
BUSINESS ACTIVITIES | 1. BUSINESS ACTIVITIES On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100 Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement. TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings. TRICCAR issued 80,000,000 20,000,000 100,000,000 The accompanying consolidated financial statements include the accounts of the Company, and its subsidiaries. Through May 14, 2021, TRICCAR was a biomedical research, development, and marketing firm whose focus was to develop, acquire, and partner to bring bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the market. The Company was in the development stage of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have common diseases. On May 14, 2021, TRICCAR and TRICCAR Holdings entered into a Mutual Rescission Agreement and General Release (“Rescission Agreement”), pursuant to which the Reorganization and Stock Purchase Agreement (“Agreement”) entered into by and between the TRICCAR and TRICCAR Holdings on December 12, 2019 was rescinded. Pursuant to the terms of the Rescission Agreement, the 80,000,000 Effective December 31, 2019, the Company entered into an asset exchange and purchase agreement with Kenneth Owens, a note holder and stockholder of the Company at the time of the transaction, for the transfer of all our assets located in Wise County, Texas in exchange for the cancellation of $ 4.6 2,701,168 At the closing of the transaction, Mr. Owens did not accept the transfer of three of the SWD wells located in Wise County, Texas. The SWD’s are as follows: Trull 1, Trull 2 and CSWU 1202. As a result, the Company never transferred these three SWD wells to Mr. Owens. The leases for these three SWD wells are in default and there is no current disposal activity or revenues from these SWDs. We are in the process of entering into negotiations with the lessors to restart these leases. The Company has continued to provide regulatory compliance reporting and maintenance services for these three SWD wells. On December 31, 2019, the Company had an existing operating and management agreement with Elysian Fields Disposal LLC to serve as operator, management and consultant of various field operational assets. Under the contract agreement, Elysian Fields has the authority to operate the wells and provide accounting and regulatory compliance reporting services through itself or other qualified sub-contractors. While the SWD wells are not commercially operating and the leases are currently in default, this agreement remains in place for the three SWD wells continue to be maintained pursuant to the terms of the operating and management agreement. Elysian Fields is an affiliate of Newton Dorsett, our current largest stockholder and was paid $60,000 in fees during 2020 by the Company. See Related Party footnote 7. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable sources of revenue sufficient to meet its operating expenses. The Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales of non-performing assets and conversions of debt to equity, and reduce costs to achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate sufficient cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis. The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations and business plan will be available or, if available, such financing will be on satisfactory terms. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reverse Merger On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100 Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the year ended December 31, 2020 and 2019, except as disclosed. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from previously estimated amounts. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Our salt water disposal services provide oil and gas operators that produce hydrocarbons to dispose of their by-product of salt water (produced water) in an industry approved manner. Revenue is primarily based on a per-barrel price or other throughput metrics as specified in the contract. The Company recognizes revenue as services are performed. We have adopted this update and have generated no revenues during 2020. Cash For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2020, and 2019, none Fair Value Measurements U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities. Earnings Per Share (EPS) Basic earnings per common share was calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share was calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. The table below sets forth the reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share. Reconciliation for Net Loss and Weighted Average Shares Used for Calculating Basic and Diluted Earnings per Share 2020 2019 Earnings (numerator) Net loss $ (106,182 ) $ (89,178 ) Net loss available to common shareholders $ (106,182 ) $ (89,178 ) Shares (denominator) Weighted average common shares outstanding (basic) 87,103,825 14,302,491 Loss per share (basic) $ (0.00 ) $ (0.01 ) |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 4. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, Leases, must be applied on a modified retrospective basis to leases existing at the beginning of the earliest period presented in the financial statements. The Company adopted this ASU on January 1, 2019 and evaluated and presented the impacts of the adoption of this ASU in September 2019, however we no longer need to present the adoption of this ASU due to ceased related operations by the end of 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 5. COMMITMENTS AND CONTINGENCIES |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | 6. EQUITY TRANSACTIONS The total number of common stock authorized that may be issued by the Company is four hundred million ( 400,000,000 0.0001 372,500,000 1:1 27,500,000 20:1 50,000,000 0.0001 |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 7. RELATED PARTY TRANSACTION For the periods ending December 31, 2020 and 2019, the Company paid Elysian Fields Disposal LLC., an affiliate of our stockholder Newton Dorsett, $60,000 $60,000 Company incurred $60,000 $60,000 $175,000 $115,000 Our former CEO, Bill Townsend, had $ 48,829.24 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS None. None. Item 9A. Controls and Procedures. Our management evaluated, with the participation of our Chief Executive Officer (CEO) the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this annual report on Form 10-K. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework on that evaluation, management, including our CEO, concluded our internal controls over financial reporting were not effective in that there was a material weakness as of December 31, 2020. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. Management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to our unique industry accounting and disclosure rules. Management has outsourced certain financial functions to mitigate the material weakness in internal control over financial reporting. We are also reviewing its finance and accounting staffing requirements. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report. Limitations on the Effectiveness of Controls. Our management, including the CEO, does not expect that its disclosure controls or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Scope of the Controls Evaluation. The CEO evaluation of our disclosure controls and the company’s internal controls included a review of the control objectives and design, the controls implementation by the company and the effect of the controls on the information generated for use in this report. In the course of the Controls Evaluation, the CEO sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is to be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our quarterly reports on Form 10-Q and annual report on Form 10-K. Our internal controls are also evaluated on an ongoing basis by other personnel in the company’s organization and by our independent auditors in connection with their audit. The overall goals of these various evaluation activities are to monitor our disclosure controls and our internal controls and to make modifications as necessary; the company’s intent in this regard is that the disclosure controls and the internal controls will be maintained as dynamic systems that change (reflecting improvements and corrections) as conditions warrant. Among other matters, the company sought in its evaluation to determine whether there were any “significant deficiencies” or “material weaknesses” in our internal controls, or whether we had identified any acts of fraud involving personnel who have a significant role in the internal controls. This information was important both for the control evaluation generally and because item 5 in the Section 302 Certifications of the CEO requires that the CEO disclose that information to the Audit Committee of our Board and to our independent auditors and report on related matters in this section of the Report. In the professional auditing literature, “significant deficiencies” represent control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the consolidated financial statements. A “material weakness” is defined in the auditing literature as a particularly serious significant deficiency where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the consolidated financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the controls evaluation, and in each case if a problem was identified, the company considered what revision, improvement and/or correction to make in accordance with the on-going procedures. NONE PART III Item 10. Directors, Executive Officers and Corporate Governance. The table fellow reflects the Company’s executive officers and directors. There is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director. The address for each such officer and director is 220 Travis Street, Shreveport, Louisiana 71101. Name Positions and Offices Matthew Flemming Chief Executive Officer and Director Bernard O’Donnell Director, Chair of Audit Committee Frank Federer Director, Chair of Compensation Committee The Directors and Officers named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, Directors are anticipated to be elected at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement. Matthew Flemming Matthew Flemming was appointed to serve as our Chief Executive Office and as a member of our board of directors on May 14, 2021. Mr. Flemming has served as the Chief Business Development Officer of SMG Industries Inc. (OTCQB: SMGI) since December 2020, prior thereto Mr. Flemming served as its Chief Executive Officer from September 2017 and continues to serve as the Chairman of the Board of Directors. Prior thereto, Mr. Flemming was the Chief Executive Officer of MG Cleaners from June 2017 until September 2017 in connection with its pending merger with SMGI. Previous to that, Mr. Flemming was a consultant for a financial restructuring firm and a financial advisor to a private closely held oilfield services company during 2016 and early 2017. From June 2011 to March 2016, Mr. Flemming was the Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of HII Technologies Inc. HII Technologies was a Houston, Texas based oilfield services company with operations in Texas, Oklahoma, Ohio and West Virginia focused on commercializing technologies and providing services in frac water management, safety services and portable power used by exploration and production companies in the United States. During his tenure at HII, the Company acquired three frac water management companies and started up two other operating subsidiaries driving monthly revenues from nil in August 2012 building to $4.2 million per month by December 2014. In 2015, HII experienced an industry down-turn and ultimately entered into a plan of reorganization under Chapter 11 subsequent to Mr. Flemming’s employment. Prior thereto, from 2009 to 2011, Mr. Flemming was Chief Financial Officer of Hemiwedge Industries Inc. a proprietary valve technology company with oilfield applications that was sold in 2011. From 2005 to 2009, Mr. Flemming was Chief Financial Officer of Shumate Industries, Inc., an oilfield manufacturing company and successor of Excalibur. Previous to that, from 2001 to 2005, Mr. Flemming was Chief Financial Officer of Excalibur Industries, Inc. an industrial and energy related manufacturer and fabrication company. From June 1999 to March 2001, he served as Chief Executive Officer of WorldByNet, Inc. a Houston, Texas based privately held technology company. From January 1994 to May 1999, Mr. Flemming served as Chief Executive Officer of FARO Pharmaceuticals, Inc., a privately held national specialty products company that he founded. Mr. Flemming received a Bachelor of Arts in Finance from the University of Houston. Bernard “Dick” O’Donnell Bernard O’Donnell has been a member of our board of directors since 2005. Mr. O’Donnell was our EVP & Vice President-Investor Relations from 2005 to 2019. From April 2005 to December 31, 2010, Mr. O’Donnell was also the President and managing principal for Euro American Capital Corporation, a FINRA licensed broker dealer. He has over 40 years of diversified experience in financial sales, investment banking and brokerage operations. He has held series 7, 24, 63, and 66 securities licenses. Mr. O’Donnell has an MBA and a BS degree in Business and Industrial Management from San Jose State University. Frank Federer Frank Federer has been a member of our board of directors since December, 2019. Mr. Federer is the CEO of Federer Resources. For the past thirty years, he has provided senior management, interim management and guidance for a number of public and private companies. Mr. Federer’s engineering education, combined with extensive business experience, provides a unique set of management, financial and analytical skills, including serving as CEO for public and private companies in medical, aircraft, food and sporting goods manufacturing as well as software and service industry firms and buyer and seller representation, post-merger integration, and operational due-diligence. Federer’s engineering education, combined with his business experience, provides a unique set of management, financial and analytical skills. Mr. Federer has served as Managing Principal of Padgett Performance Group since 2005, leading assessment, training, leadership & management development, organizational development, team optimization, and succession planning. Since 2016, he has served as a board member of Hospice Austin, a nonprofit organization founded over 30 years ago by physicians and concerned citizens to serve families. He holds a BS in Electrical and Mechanical Engineering from Trinity University. Item 11. Executive Compensation. Compensation Discussion and Analysis Our executive compensation program is designed to create strong financial incentive for our officers to increase revenues, profits, operating efficiency and returns, which we expect to lead to an increase in shareholder value. Our Board of Directors conduct periodic reviews of the compensation and benefits programs to ensure that they are properly designed to meet corporate objectives, overseeing of the administration of the cash incentive and equity-based plans and developing the compensation program for the executive officers. Compensation Committee We have a compensation committee of our Board of Directors that is chaired by Frank Federer. The Board of Directors is authorized to create certain committees, including a compensation committee. Role of Management in Determining Compensation Decisions At the request of our Board of Directors, our management makes recommendations to our Board of Directors relating to executive compensation program design, specific compensation amounts, equity compensation levels and other executive compensation related matters for each of our executive officers, including our Chief Executive Officer. Our Board of Directors maintains decision-making authority with respect to these executive compensation matters. Our Board of Directors reviews the recommendations of our management with respect to total executive compensation and each element of compensation when making pay decisions. Summary Compensation Table The following table sets forth the annual and long-term compensation with respect to the year ended December 31, 2020 and 2019 paid or accrued by us on behalf of the executive officers named. Long Term Compensation Awards Restricted Securities Stock Stock Underlying Name and Principal Position Year Salary ($) Bonus ($) Awards (1) ($) Awards (1) Awards ($) Restricted Total ($) Bill Townsend, 2020 Chief Executive Officer (1) 2019 Donald Ray Lawhorne, 2020 $ — $ — $ — $ — $ — — $ — Chief Executive Officer (2) 2019 $ — $ — $ — $ — $ — — $ — (1) Mr. Townsend served as our Chief Executive Officer from December 2019 through May 14, 2021. (2) Mr. Lawhorne served as our Chief Executive Officer from July 2013 through February 2020. Option Grants There were no stock options granted to the named executive officers for the years ended December 31, 2020 and December 31, 2019. Aggregated Option Exercises in This Year and Year-End Option Values There were no option exercises and year-end options for the named executive officers. Employment Agreements The Company is not a party to employment agreements with any of its officers. No salaries have been paid during the years ended December 31, 2020 and 2019. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth, as of June 30, 2021, information regarding the beneficial ownership of our common stock based upon the most recent information available to us for: (i) each person known by us to own beneficially five percent (5%) or more of our outstanding common stock, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned by them. As of June 30, 2021, there were 20,000,000 shares of our common stock issued and outstanding. Except as otherwise listed below, the address of each person is 220 Travis Street, Shreveport, Louisiana 71101. Name Amount of Beneficial Percent of Common Newton Dorsett (2) 9,788,673 48.9 % Directors and Executive Officers: Matthew Flemming -0- 0 % Bernard R. O’Donnell 908,053 4.5 % Frank Federer -0- All Directors and Executive Officers as a group (3 persons) (1)-(5) 908,053 4.5 % *less than one percent (1) Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table. (2) The address for Newton Dorsett is 220 Travis Street, Shreveport, Louisiana 71101. Item 13. Certain Relationships and Related Transactions and Director Independence. Company incurred $60,000 and $60,000 management fees with Elysian Fields Disposal, which is wholly owned by one of the major shareholders, for the years ended December 31, 2020 and 2019, respectively. The account payables outstanding balance with Elysian Fields Disposal was $175,000 and $115,000, as of December 31, 2020 as of December 31, 2019, respectively. Item 14. Principal Accounting Fees and Services Audit Fees The aggregate fees billed by our independent auditors, for professional services rendered for the audit of our annual consolidated financial statements on Form 10-K and the reviews of the financial reports included in our Quarterly Reports on Form 10-Q for the years ended December 31, 2020 and 2019 amounted to $45,000 and $46,020, respectively. Tax Fees Fees billed by our auditors for professional services in connection with tax compliance, tax advice or tax planning for the year ended December 31, 2020 and 2019 was $0 and $6,000. All Other Fees Our auditors billed no fees for services other than those described above under “Audit Fees” and “Tax Fees” for the year ended December 31, 2020 and 2019. Financial Statement Schedules The following have been made part of this report and appear in Item 8 above. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - December 31, 2020 and 2019 Consolidated Statements of Operations- For the Years Ended December 31, 2020 and 2019 Consolidated Statements of Cash Flows- For the Years Ended December 31, 2020 and 2019 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2020 and 2019 Notes to Consolidated Financial Statements Exhibits Exhibit Number Description 31.1 Certification of our Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of our Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of our Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of our Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 20, 2021. TRICCAR INC. SIGNATURE: /s/ Matthew Flemming Matthew Flemming Chief Executive Officer and Director In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on July 20, 2020. Signatures Capacity /s/ Matthew Flemming Director, Chief Executive Officer & Interim Chief Financial Officer Matthew Flemming /s/ Bernard R. O’Donnell Director Bernard R. O’Donnell /s/ Frank Federer Director Frank Federer CERTIFICATION I, Matthew Flemming, certify that: 1. I have reviewed this annual report on Form 10-K of TRICCAR Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15e and 15d-15e) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Dated this July 20, 2021 /s/ Matthew Flemming Matthew Flemming Chief Executive Officer CERTIFICATION I, Matthew Flemming, certify that: 1. I have reviewed this annual report on Form 10-K of TRICCAR Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15e and 15d-15e) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Dated this July 20, 2021 /s/ Matthew Flemming Matthew Flemming Interim Chief Financial Officer Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND FINANCIAL OFFICER UNDER SECURITIES AND EXCHANGE ACT RULES 13a-14 AND 15d-14 In connection with the Annual Report of TRICCAR Inc. (the "Company") on Form 10-K for the period ending December 31, 2020, as filed with the Securities and Exchange commission on the date hereof (the "Report"), I, Matthew Flemming, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934 (15 U.S.C.78m or 780(d); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated this July 20, 2020 By: /s/ Matthew Flemming Matthew Flemming Chief Executive Officer CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND FINANCIAL OFFICER UNDER SECURITIES AND EXCHANGE ACT RULES 13a-14 AND 15d-14 In connection with the Annual Report of TRICCAR Inc (the “Company”) on Form 10-K for the period ending December 31, 2019, as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Matthew Flemming, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934 (15 U.S.C.78m or 780(d); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated this July 20, 2021 By: /s/ Matthew Flemming Matthew Flemming Interim Chief Financial Officer |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Reverse Merger | Reverse Merger On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100 Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the year ended December 31, 2020 and 2019, except as disclosed. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from previously estimated amounts. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Our salt water disposal services provide oil and gas operators that produce hydrocarbons to dispose of their by-product of salt water (produced water) in an industry approved manner. Revenue is primarily based on a per-barrel price or other throughput metrics as specified in the contract. The Company recognizes revenue as services are performed. We have adopted this update and have generated no revenues during 2020. |
Cash | Cash For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2020, and 2019, none |
Fair Value Measurements | Fair Value Measurements U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic earnings per common share was calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share was calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. The table below sets forth the reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share. Reconciliation for Net Loss and Weighted Average Shares Used for Calculating Basic and Diluted Earnings per Share 2020 2019 Earnings (numerator) Net loss $ (106,182 ) $ (89,178 ) Net loss available to common shareholders $ (106,182 ) $ (89,178 ) Shares (denominator) Weighted average common shares outstanding (basic) 87,103,825 14,302,491 Loss per share (basic) $ (0.00 ) $ (0.01 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Reconciliation for Net Loss and Weighted Average Shares Used for Calculating Basic and Diluted Earnings per Share | Reconciliation for Net Loss and Weighted Average Shares Used for Calculating Basic and Diluted Earnings per Share 2020 2019 Earnings (numerator) Net loss $ (106,182 ) $ (89,178 ) Net loss available to common shareholders $ (106,182 ) $ (89,178 ) Shares (denominator) Weighted average common shares outstanding (basic) 87,103,825 14,302,491 Loss per share (basic) $ (0.00 ) $ (0.01 ) |
BUSINESS ACTIVITIES (Details Na
BUSINESS ACTIVITIES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2020 | May 14, 2021 | Feb. 28, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Dec. 12, 2019 | |
Business Activities | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 10000.00% | 100.00% | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 80,000,000 | |||||
Stock Retained by Shareholders Post Acquisition | 20,000,000 | |||||
Common Stock, Shares, Outstanding | 100,000,000 | |||||
Shares Rescinded per Recission Agreement | 80,000,000 | |||||
Debt Cancelled | $ 4.6 | |||||
Shares Returned Per Repayment of Debt | 2,701,168 |
Reconciliation for Net Loss and
Reconciliation for Net Loss and Weighted Average Shares Used for Calculating Basic and Diluted Earnings per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings (numerator) | ||
Net loss | $ (106,182) | $ (89,178) |
Net loss available to common shareholders | $ (106,182) | $ (89,178) |
Shares (denominator) | ||
Weighted average common shares outstanding (basic) | 87,103,825 | 14,302,491 |
Loss per share (basic) | $ 0 | $ (0.01) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Dec. 12, 2019 |
Accounting Policies [Abstract] | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 10000.00% | 100.00% | ||
Cash, FDIC Insured Amount | $ 0 | $ 0 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common Stock, Shares Authorized | 400,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common Stock, Shares Authorized | 372,500,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Voting Rights | 1:1 | |
Common Class B [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common Stock, Shares Authorized | 27,500,000 | 30,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.00001 |
Common Stock, Voting Rights | 20:1 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | $ 60,000 | |
Related Party Accrued Expenses | 48,829,240 | |
Elysian Fields Disposal L L C [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | 60,000 | 60,000 |
Management Fee Expense | 60,000 | 60,000 |
Accounts Payable | $ 175,000 | $ 115,000 |