Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 19, 2020 | |
Document and Entity Information: | ||
Entity Registrant Name | ARVANA INC | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Entity Central Index Key | 0001113313 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 2,005,070 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Shell Company? | true | |
Entity File Number | 0-30695 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Interim Balance Sheet
Condensed Interim Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 911 | $ 2,346 |
Total assets | 911 | 2,346 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,001,141 | 974,013 |
Convertible loan (Note 8) | 107,800 | 107,800 |
Loans payable to stockholders (Note 3) | 565,988 | 581,379 |
Loans payable to related party (Note 3) | 129,692 | 130,249 |
Loans payable (Note 3) | 79,307 | 84,509 |
Amounts due to related parties (Note 7) | 343,032 | 338,109 |
Total current liabilities | 2,226,960 | 2,216,059 |
Stockholders' deficiency | ||
Common stock, $0.001 par value 5,000,000 authorized, 2,005,070 and 1,034,030 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 2,005 | 1,034 |
Additional paid-in capital | 21,379,650 | 21,283,517 |
Deficit | (23,604,368) | (23,494,928) |
Total Stockholders Deficit Before Treasury Stock | (2,222,713) | (2,210,377) |
Less: Treasury stock - 2,085 common shares at September 30, 2020 and December 31, 2019, respectively | (3,336) | (3,336) |
Total stockholders' deficiency | (2,226,049) | (2,213,713) |
Total liabilities and stockholders' deficit | $ 911 | $ 2,346 |
Condensed Interim Balance She_2
Condensed Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 5,000,000 | 5,000,000 |
Common stock shares issued | 2,005,070 | 1,034,030 |
Common stock outstanding | 2,005,070 | 1,034,030 |
Treasury stock | 2,085 | 2,085 |
Condensed Interim Statements of
Condensed Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses | ||||
General and administrative | $ 12,224 | $ 3,155 | $ 35,382 | $ 8,351 |
Professional fees | 5,149 | 3,250 | 23,105 | 12,844 |
Total operating expenses | 17,373 | 6,405 | 58,487 | 21,195 |
Loss from operations | (17,373) | (6,405) | (58,487) | (21,195) |
Interest expense | (13,318) | (28,401) | (39,441) | (86,749) |
Foreign exchange gain (loss) | (36,900) | 31,572 | (11,512) | 9,041 |
Net loss and comprehensive loss | $ (67,591) | $ (3,234) | $ (109,440) | $ (98,903) |
Per common share information - basic and diluted: | ||||
Weighted average shares outstanding | 2,005,070 | 1,034,030 | 1,700,291 | 1,034,030 |
Net loss per common share - basic and diluted | $ (0.03) | $ 0 | $ (0.06) | $ (0.10) |
Condensed Interim Statements _2
Condensed Interim Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (109,440) | $ (98,903) |
Item not involving cash: | ||
Amortization of discount on convertible loan | 0 | 43,350 |
Interest expense | 39,441 | 43,399 |
Unrealized foreign exchange | 11,512 | (9,041) |
Changes in non-cash working capital: | ||
Accounts payable and accrued liabilities | 18,904 | (15,142) |
Amounts due to related parties | 8,148 | 5,476 |
Net cash used in operations | (31,435) | (30,861) |
Cash flows from investing activities | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities | ||
Proceeds of loans payable | 30,000 | 36,810 |
Net cash provided by financing activities | 30,000 | 36,810 |
Change in cash | (1,435) | 5,949 |
Cash, beginning of period | 2,346 | 815 |
Cash, end of period | 911 | 6,764 |
Supplementary information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental Disclosure of Cash Flow Information | ||
Non-cash operating activities (Note 3) | 37,104 | 0 |
Non-cash financing activities (Note 3) | $ 60,000 | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Deficit | Treasury Stock | Total |
Beginning Balance, Shares at Dec. 31, 2018 | 1,034,030 | (2,085) | |||
Beginning Balance, Value at Dec. 31, 2018 | $ 21,283,517 | $ (23,607,180) | $ 1,034 | $ (3,336) | $ (2,325,965) |
Net Loss | (38,870) | (38,870) | |||
Ending Balance, Shares at Mar. 31, 2019 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Mar. 31, 2019 | $ 21,283,517 | (23,646,050) | 1,034 | $ (3,336) | (2,364,835) |
Net Loss | (56,799) | (56,799) | |||
Ending Balance, Shares at Jun. 30, 2019 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Jun. 30, 2019 | $ 21,283,517 | (23,702,849) | 1,034 | $ (3,336) | (2,421,634) |
Net Loss | (3,234) | ||||
Ending Balance, Shares at Sep. 30, 2019 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Sep. 30, 2019 | $ 21,283,517 | (23,706,083) | 1,034 | $ (3,336) | (2,424,868) |
Net Loss | 211,155 | 211,155 | |||
Ending Balance, Shares at Dec. 31, 2019 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Dec. 31, 2019 | $ 21,283,517 | $ (23,494,928) | $ 1,034 | $ (3,336) | $ (2,213,713) |
Debt settlement, shares | $ 971,040 | ||||
Debt settlement, value | 96,133 | 971 | 97,104 | ||
Net Loss | $ 22,456 | $ 22,456 | |||
Ending Balance, Shares at Mar. 31, 2020 | 2,005,070 | (2,085) | |||
Ending Balance, Value at Mar. 31, 2020 | $ 21,379,650 | (23,472,472) | 2,005 | $ (3,336) | (2,094,153) |
Net Loss | (64,305) | (64,305) | |||
Ending Balance, Shares at Jun. 30, 2020 | 2,005,070 | (2,085) | |||
Ending Balance, Value at Jun. 30, 2020 | $ 21,379,650 | (23,536,777) | 2,005 | $ (3,336) | (2,158,458) |
Net Loss | (67,591) | (67,591) | |||
Ending Balance, Shares at Sep. 30, 2020 | 2,005,070 | (2,085) | |||
Ending Balance, Value at Sep. 30, 2020 | $ 21,379,650 | $ (23,604,368) | $ 2,005 | $ (3,336) | $ (2,226,049) |
Note 1_ Nature of Business and
Note 1: Nature of Business and Ability To Continue As A Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 1. Nature of Business and Ability To Continue As A Going Concern | 1. Nature of Business and Ability to Continue as a Going Concern Arvana Inc. (“our”, “we”, “us” and the “Company”) was incorporated under the laws of the State of Nevada as Turinco, Inc. on September 16, 1977. On July 24, 2006, our shareholders approved a name change to Arvana Inc. The reporting currency and functional currency of the Company is the United States dollar (“US Dollar”) and the accompanying financial statements have been expressed in US Dollars. On March 17, 2016, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with CaiE Food Partnership Ltd. (“CaiE”) for the purpose of acquiring it as a wholly-owned subsidiary. CaiE is in the business of manufacturing and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada. The MOU required CaiE to provide audited financial statements and a business plan as conditions precedent to entering into a binding agreement. CaiE has not satisfied the conditions necessary for us to move forward. On November 11, 2020, the Company notified CaiE that it was no longer interested in acquiring its business. Our present intention is to identify and evaluate business opportunities that are ready to create value for Company’s shareholders. These condensed interim financial statements have been prepared on a going concern basis, which assumes the realization of assets and the settlement of liabilities in the normal course of business. For the nine-month period ended September 30, 2020, the Company recognized a net loss of $109,440 as a result of general administrative expenses, professional fees and interest expenses. The Company had a working capital deficiency of $2,226,049 as of September 30, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The World Health Organization declared coronavirus COVID-19 a global pandemic in March 2020. COVID-19 is a contagious disease that continues to spread adversely affecting workforces, economies, and financial markets globally, which affects will likely result in an economic downturn. The Company cannot predict the duration or magnitude of the adverse results connected to COVID-19, nor can it predict the effect, if any, COVID-19 will have on the Company’s search to identify a business opportunity or its ability to attract sufficient capital to sustain operations. Our present intention is to identify and evaluate business opportunities that could create value for Company shareholders. During this search the Company will require continued financial support from shareholders and creditors until it is able to generate cash flow from operations. While we are confident that a business opportunity will be identified, the insufficiency of our financial resources casts substantial doubt on whether we will be able to fulfill this objective. Failure to obtain the ongoing support of shareholders and creditors may indicate that the preparation of these financial statements on a going concern basis is inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty. |
Note 2_ Summary of Significant
Note 2: Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 2: Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a) Basis of presentation The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of the Company for the three and nine months ended September 30, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The condensed interim financial statements and notes appearing in this report should be read in conjunction with our audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2020. Results are not necessarily indicative of those which may be achieved in future periods. b) Estimates The preparation of financial statements in conformity with US GAAP 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. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. c) Financial instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value because the amounts consist of cash held at a bank. Accounts payable and accrued liabilities, convertible loan, loans payable and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. The estimated fair values of the Company's financial instruments as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 911 $ 911 $ 2,346 $ 2,346 Accounts payable and accrued liabilities 1,001,141 1,001,141 974,013 974,013 Convertible loan 107,800 107,800 107,800 107,800 Loans payable to stockholders 565,988 565,988 581,379 581,379 Loans payable to related party 129,692 129,692 130,249 130,249 Loans payable 79,307 79,307 84,509 84,509 Amounts due to related parties 343,032 343,032 338,109 338,109 The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: September 30, 2020 Quoted Prices Significant Significant Assets: Cash $ 911 $ 911 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. d) Recent accounting pronouncements New and amended standards adopted by the Company The following new and amended standards were adopted by the Company for the first time in this reporting period. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected credit losses. In November 2018, the FASB issued ASU 2018-19 to clarify certain aspects of the new current expected credit losses impairment model in ASU 2016-13. ASU 2018-19 points out that operating lease receivables are within the scope of ASC 842 rather than ASC 326. The standard became effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13, which changes the fair value measurement disclosure requirements of ASC 820. The standard became effective for the Company beginning January 1, 2020. The amendments in this ASU are the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial Statements. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. |
Note 3_ Loans Payable
Note 3: Loans Payable | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 3: Loans Payable | 3. Loans Payable As of September 30, 2020, the Company had received loans of $565,988 (€225,000; CAD$ 72,300; $248,107) (December 31, 2019 - $581,379: €225,000; CAD$ 72,300; $273,107) from stockholders; loans of $129,692 (CAD$ 27,600; $109,000) (December 31, 2019 – $130,249: CAD$ 27,600; $109,000) from a related party and loans of $79,307 (CAD$ 10,000; $71,810) (December 31, 2019 – $84,509: CAD$ 10,000; $76,810) from unrelated third parties. All of the loans bear interest at 6% per annum. The loans were made in 3 different currencies, Euros, Canadian Dollars and US Dollars. All amounts reflected on these financial statements are expressed in US Dollars. Repayment of the loans is due on closing of any future financing arrangement by the Company. The balance of accrued interest of $530,992 and $521,156 is included in accounts payable and accrued expenses at September 30, 2020 and December 31, 2019, respectively. Interest expense recognized on these loans was $10,623 for the three months ended September 30, 2020, compared to $11,256 for the three months ended September 30, 2019, respectively. Interest expense recognized on these loans was $31,356 for the nine months ended September 30, 2020, compared to $35,314 for the nine months ended September 30, 2019, respectively. On March 30, 2020, loans of $60,000 and corresponding interest of $37,104 were settled by the issuance of 971,040 common shares pursuant to three debt settlement agreements dated March 3, 2020, March 4, 2020 and March 4, 2020. Between March 17, 2016, and August 17, 2020, CaiE provided an aggregate of $174,610 in loans to the Company, of which $107,800 is documented in two convertible promissory notes for $50,000 and $57,800 dated May 18, 2016, and October 12, 2018, respectively (Note 8). The amounts that remain undocumented will likely be treated in a manner similar to those contracted for the convertible promissory notes. |
Note 4_ Stock Options
Note 4: Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Note 4: Stock Options | 4. Stock Options At September 30, 2020, and December 31, 2019, there were no stock options outstanding. No options were granted, exercised or expired during the period ended September 30, 2020 and during the year ended December 31, 2019. |
Note 5_ Common Stock
Note 5: Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 5: Common Stock | 5. Common stock During the nine months ended September 30, 2020, the Company issued 971,040 shares of its common stock valued at $0.10 a share to settle $60,000 in loans and $37,104 in interest (Note 3). During the year ended December 31, 2019, the Company had issued nil shares. |
Note 6_ Segmented Information
Note 6: Segmented Information | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 6: Segmented Information | 6. Segmented Information The Company has no reportable segments. |
Note 7_ Related Party Transacti
Note 7: Related Party Transactions and Amounts Due to Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 7: Related Party Transactions | 7. Related Party Transactions and Amounts Due to Related Parties At September 30, 2020, and December 31, 2019, the Company had amounts due to related parties of $343,032 and $338,109, respectively. This amount includes $60,000 at September 30, 2020, and December 31, 2019, payable to a current director for services rendered during 2007. The amounts owing bear no interest, are unsecured with no fixed terms of repayment, and are due on demand. The Company incurred consulting fees of $11,888 (2019 - $7,144) paid to a company controlled by our chief executive officer during the nine months ended September 30, 2020. As at September 30, 2020, the Company owed our chief executive officer $3,275. A former chief executive officer and director entered into a consulting arrangement that provided for a monthly fee of CAD $5,000, which amounts were accrued through the termination date on May 24, 2013. As of September 30, 2020, and December 31, 2019, our former chief executive officer was owed $279,757 and $278,109, respectively. The amounts owing bear no interest, are unsecured with no fixed terms of repayment, and are due on demand. A former chief executive officer and director assigned unpaid amounts due as of September 30, 2020, and December 31, 2019, of $152,008 and $156,104 respectively, to a related corporation, as provided in a debt assignment agreement dated effective January 1, 2012. A former chief executive officer and director is owed $129,692 (includes accrued interest of $84,526) and $130,249 (includes interest of $78,962) as of September 30, 2020 and December 31, 2019, respectively for unpaid amounts bearing 6% interest, on unsecured amounts with no fixed terms of repayment, that are due on demand. |
Note 8_ Convertible Loan
Note 8: Convertible Loan | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note: 8. Convertible Loan | 8. Convertible Loans On May 18, 2016, the Company issued a convertible promissory note to CaiE that accrues 10% per annum, in exchange for $50,000, initially due on November 17, 2017. The note is convertible into the Company’s common stock, in whole or in part, at any time prior to maturity at the option of the holder at $0.20 per share. Due to the conversion price being lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the debt. The maturity date of the note was extended by amendment, to March 31, 2021, while all other terms of the note remain unchanged. During the three and nine months ended September 30, 2020 and 2019, no discount was amortized as interest expense. Interest expense recognized on this loan was $1,250 for the three months ended September 30, 2020, compared to $1,250 for the three months ended September 30, 2019. Interest expense recognized on this loan was $3,750 for the nine months ended September 30, 2020, compared to $3,750 for the nine months ended September 30, 2019. As at September 30, 2020, and December 31, 2019, the balance of the note was $50,000. On October 12, 2018, the Company issued a convertible note to CaiE that accrues 10% per annum, in exchange for a series of loans that totaled $57,800 initially due on October 11, 2019. The note is convertible into the Company’s common stock, in whole or in part, at any time prior to maturity at the option of the holder at $0.20 per share. Due to the conversion price being lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the debt. The maturity date of the note was extended by amendment, to March 31, 2021, while all other terms of the note remain unchanged. During the three months ended September 30, 2020 and 2019, $nil and $14,450 of the discount was amortized as interest expense and during the nine months ended September 30, 2020 and 2019, $nil and $43,350 of the discount was amortized as interest expense. Interest expense recognized on this loan was $1,445 for the three months ended September 30, 2020, compared to $nil for the three months ended September 30, 2019. Interest expense recognized on this loan was $4,335 for the nine months ended September 30, 2020, compared to $4,335 for the nine months ended September 30, 2019. As at September 30, 2020 and December 31, 2019, the balance of the note was $57,800. |
Note 9_ Subsequent Events
Note 9: Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 9: Subsequent Events | 9. Subsequent Events On November 11, 2020, the Company provided written notification to CaiE that it no longer intended to move forward as anticipated in the MOU, to acquire it as an operating subsidiary. On November 10, 2020, the Company entered into a settlement agreement and release with a shareholder and authorized the issuance of 1,112,910 shares of its restricted common stock to extinguish $111,291 in liabilities effective September 30, 2020. On November 10, 2020, the Company entered into a settlement agreement and release with a shareholder and authorized the issuance of 1,132,690 shares of its restricted common stock to extinguished $113,269 in liabilities effective September 30, 2020. On November 10, 2020, the Company authorized the issuance of 360,000 shares of its restricted common stock to a shareholder for services rendered pursuant to the terms and conditions of a consulting agreement that expired on September 30, 2020. On November 10, 2020, and November 19, 2020, the Company received a loan in the aggregate amount of $10,000 from a shareholder that bears no interest, and is unsecured with no fixed terms of repayment. |
Note 2_ Summary of Significan_2
Note 2: Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policy Text Block [Abstract] | |
Basis of presentation | a) Basis of presentation The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of the Company for the three and nine months ended September 30, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The condensed interim financial statements and notes appearing in this report should be read in conjunction with our audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2020. Results are not necessarily indicative of those which may be achieved in future periods. |
Estimates | b) Estimates The preparation of financial statements in conformity with US GAAP 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. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. |
Financial instruments | c) Financial instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value because the amounts consist of cash held at a bank. Accounts payable and accrued liabilities, convertible loan, loans payable and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. The estimated fair values of the Company's financial instruments as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 911 $ 911 $ 2,346 $ 2,346 Accounts payable and accrued liabilities 1,001,141 1,001,141 974,013 974,013 Convertible loan 107,800 107,800 107,800 107,800 Loans payable to stockholders 565,988 565,988 581,379 581,379 Loans payable to related party 129,692 129,692 130,249 130,249 Loans payable 79,307 79,307 84,509 84,509 Amounts due to related parties 343,032 343,032 338,109 338,109 The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: September 30, 2020 Quoted Prices Significant Significant Assets: Cash $ 911 $ 911 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. |
Recent accounting pronouncements | d) Recent accounting pronouncements New and amended standards adopted by the Company The following new and amended standards were adopted by the Company for the first time in this reporting period. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected credit losses. In November 2018, the FASB issued ASU 2018-19 to clarify certain aspects of the new current expected credit losses impairment model in ASU 2016-13. ASU 2018-19 points out that operating lease receivables are within the scope of ASC 842 rather than ASC 326. The standard became effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13, which changes the fair value measurement disclosure requirements of ASC 820. The standard became effective for the Company beginning January 1, 2020. The amendments in this ASU are the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial Statements. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. |
Note 2_ Summary of Significan_3
Note 2: Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Estimated fair values | The estimated fair values of the Company's financial instruments as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 911 $ 911 $ 2,346 $ 2,346 Accounts payable and accrued liabilities 1,001,141 1,001,141 974,013 974,013 Convertible loan 107,800 107,800 107,800 107,800 Loans payable to stockholders 565,988 565,988 581,379 581,379 Loans payable to related party 129,692 129,692 130,249 130,249 Loans payable 79,307 79,307 84,509 84,509 Amounts due to related parties 343,032 343,032 338,109 338,109 |
Fair Value, Assets Measured on Recurring Basis | Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset: September 30, 2020 Quoted Prices Significant Significant Assets: Cash $ 911 $ 911 $ — $ — |
Note 1_ Nature of Business an_2
Note 1: Nature of Business and Ability To Continue As A Going (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | ||||
Net loss | $ (67,591) | $ (3,234) | $ (109,440) | $ (98,903) |
Working capital deficiency | $ (2,226,049) | $ (2,226,049) |
Note 2_ Summary of Significan_4
Note 2: Summary of Significant Accounting Policies - Estimated Fair Value (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cash | $ 911 | $ 2,346 |
Accounts payable and accrued liabilities | 1,001,141 | 974,013 |
Convertible loan | 107,800 | 107,800 |
Carrying Amount | ||
Cash | 911 | 2,346 |
Accounts payable and accrued liabilities | 1,001,141 | 974,013 |
Convertible loan | 107,800 | 107,800 |
Loans payable to stockholders | 565,988 | 581,379 |
Loans payable to related party | 129,692 | 130,249 |
Loans payable | 79,307 | 84,509 |
Amount due to related parties | 343,032 | 338,109 |
Fair Value | ||
Cash | 911 | 2,346 |
Accounts payable and accrued liabilities | 1,001,141 | 974,013 |
Convertible loan | 107,800 | 107,800 |
Loans payable to stockholders | 565,988 | 581,379 |
Loans payable to related party | 129,692 | 130,249 |
Loans payable | 79,307 | 84,509 |
Amount due to related parties | $ 343,032 | $ 338,109 |
Note 2_ Summary of Significan_5
Note 2: Summary of Significant Accounting Policies - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cash | $ 911 | $ 2,346 |
Quoted Prices in Active Markets, Level 1 [Member] | ||
Cash | 911 | |
Significant Other Observable Inputs, Level 2 [Member] | ||
Cash | 0 | |
Significant Unobservable Inputs, Level 3 [Member] | ||
Cash | $ 0 |
Note 3_ Loan Payable (Details N
Note 3: Loan Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 30, 2020 | Mar. 17, 2020 | Mar. 04, 2020 | Mar. 03, 2020 | Dec. 31, 2019 | |
Loans received from stockholders | $ 565,988 | $ 565,988 | $ 581,379 | ||||||
Loans received from related parties | 129,692 | 129,692 | 130,249 | ||||||
Loans received from unrelated third parties | 79,307 | $ 79,307 | 84,509 | ||||||
Interst rate | 6.00% | ||||||||
Accrued interest | 530,992 | $ 530,992 | $ 521,156 | ||||||
Interest expenses | $ 10,623 | $ 11,256 | $ 31,356 | $ 35,314 | |||||
Loan settled through issuance of common shares | $ 60,000 | $ 60,000 | |||||||
Interest settled through issuance of common shares | $ 37,104 | ||||||||
Common shares issued for settlement of debt | 971,040 | ||||||||
Loan description | Company, of which $107,800 is documented in two convertible promissory notes for $50,000 and $57,800 dated May 18, 2016, and October 12, 2018, respectively | ||||||||
CaiE Food Partnership Ltd | |||||||||
Loans | $ 174,610 |
Note 4_ Stock Options (Details
Note 4: Stock Options (Details Narrative) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Notes to Financial Statements | ||
Stock options outstanding | 0 | 0 |
Options granted | 0 | 0 |
Options exercised | 0 | 0 |
Options expired | 0 | 0 |
Note 5_ Common Stock (Details N
Note 5: Common Stock (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Mar. 30, 2020 | Mar. 04, 2020 | Mar. 03, 2020 | |
Disclosure Text Block [Abstract] | |||||
Shares issued during the period | 971,040 | 0 | |||
Per share value | $ .10 | ||||
Loan settled through issuance of common shares | $ 60,000 | $ 60,000 | |||
Interest settled through issuance of common shares | $ 37,104 |
Note 7_ Related Party Transac_2
Note 7: Related Party Transactions and Amounts Due to Related Parties (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Amounts due to related parties | $ 343,032 | $ 338,109 | |
Consulting fees | 7,144 | $ 11,888 | |
Director | |||
Due to related party | 60,000 | 60,000 | |
Chief Executive Officer [Member] | |||
Due to related party | 3,275 | ||
Former Chief Executive Officer [Member] | |||
Due to related party | 279,757 | 278,109 | |
Former Chief Executive Officer and Former Director (2) [Member] | |||
Unpaid Loans | 129,692 | 130,249 | |
Unpaid amounts | 152,008 | 156,104 | |
Interest payable | $ 84,526 | $ 78,962 | |
Interest rate | 6.00% |
Note 8_ Convertible Loan (Detai
Note 8: Convertible Loan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 12, 2018 | May 18, 2016 | |
Amortization of debt discount | $ 0 | $ 43,350 | |||||
Convertible Note | $ 107,800 | 107,800 | $ 107,800 | ||||
Interest expenses | 39,441 | 43,399 | |||||
CaiE Food Partnership Ltd | |||||||
Amortization of debt discount | 0 | $ 0 | 0 | 0 | |||
Convertible Note | 50,000 | 50,000 | $ 50,000 | $ 57,800 | $ 50,000 | ||
Common stock, per share price | $ 0.20 | $ 0.20 | |||||
Convertible Note, Interest | 10.00% | 10.00% | |||||
Interest expenses | 1,250 | 1,250 | 3,750 | 3,750 | |||
CaiE Food Partnership Ltd (2) | |||||||
Amortization of debt discount | 0 | 14,450 | 0 | 43,350 | |||
Convertible Note | 57,800 | 57,800 | 57,800 | 57,800 | |||
Interest expenses | $ 1,445 | $ 0 | $ 4,335 | $ 4,335 |
Note 9_ Subsequent Events (Deta
Note 9: Subsequent Events (Details narrative) - Subsequent Event [Member] - USD ($) | Nov. 10, 2020 | Nov. 19, 2020 |
Shareholder 1 | ||
Shares authorized to issue | 1,112,910 | |
Extinguishment of debt | $ 111,291 | |
Shareholder 2 | ||
Shares authorized to issue | 1,132,690 | |
Extinguishment of debt | $ 113,269 | |
Shareholder 3 | ||
Shares authorized to issue | 360,000 | |
Shareholder | ||
Proceeds from related party debt | $ 10,000 | $ 10,000 |