Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Signet International Holdings, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 20,235,982 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001317833 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54872 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1732674 | ||
Entity Address, Address Line One | 205 Worth Avenue | ||
Entity Address, Address Line Two | Suite 316 | ||
Entity Address, City or Town | Palm Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33480 | ||
City Area Code | (561) | ||
Local Phone Number | 832-2000 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 106 | ||
Auditor Name | SALBERG & COMPANY, P.A. | ||
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 13,074 | $ 123,493 |
Prepaid expenses and other current assets | 15,598 | 382 |
Total Current Assets | 28,672 | 123,875 |
NON-CURRENT ASSETS: | ||
Operating lease right-of-use asset, net | 25,277 | |
TOTAL ASSETS | 28,672 | 149,152 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 47,230 | 19,087 |
Operating lease obligation - current portion | 12,007 | |
Total Current Liabilities | 47,230 | 31,094 |
LONG-TERM LIABILITIES: | ||
Operating lease obligation - long-term portion | 13,836 | |
Total Liabilities | 47,230 | 44,930 |
Commitments and Contingencies (see Note 6) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; Convertible Series A Preferred stock ($0.001 Par Value; 5,000,000 Shares Designated; 5,000,000 issued and outstanding) | 5,000 | 5,000 |
Common stock, $0.001 par value: 100,000,000 shares authorized; 20,535,982 and 19,913,982 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 20,536 | 19,914 |
Common stock issuable (164,018 and 0 shares as of December 31, 2021 and December 31, 2020, respectively) | 164 | |
Additional paid in capital | 7,985,177 | 7,933,832 |
Accumulated deficit | (8,029,435) | (7,854,524) |
Total Stockholders’ Equity (Deficit) | (18,558) | 104,222 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 28,672 | $ 149,152 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,535,982 | 19,913,982 |
Common stock, shares outstanding | 20,535,982 | 19,913,982 |
Common stock issuable | 164,018 | 0 |
Convertible Series A Preferred stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
NET REVENUES | ||
OPERATING EXPENSES: | ||
Professional and consulting fees | 66,724 | 286,888 |
General and administrative | 122,237 | 67,889 |
Total Operating Expenses | 188,961 | 354,777 |
LOSS FROM OPERATIONS | (188,961) | (354,777) |
Other income: | ||
Other income | 14,050 | |
Total Other Income | 14,050 | |
LOSS BEFORE PROVISION FOR INCOME TAXES | (174,911) | (354,777) |
Provision for income taxes | ||
NET LOSS | $ (174,911) | $ (354,777) |
NET LOSS PER COMMON SHARE - Basic and diluted (in Dollars per share) | $ (0.01) | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 20,563,765 | 19,156,542 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred StockSeries A | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 5,000 | $ 15,954 | $ 7,146,319 | $ (7,499,747) | $ (332,474) | |
Balance (in Shares) at Dec. 31, 2019 | 5,000,000 | 15,954,358 | ||||
Sale of common stock for cash | $ 1,650 | 159,378 | 161,028 | |||
Sale of common stock for cash (in Shares) | 1,648,300 | |||||
Issuance of common stock for accrued salaries | $ 830 | 93,592 | 94,422 | |||
Issuance of common stock for accrued salaries (in Shares) | 829,721 | |||||
Issuance of common stock for services | $ 1,480 | 168,013 | 169,493 | |||
Issuance of common stock for services (in Shares) | 1,481,603 | |||||
Contributed capital by an officer through forgiveness of accrued salaries | 366,530 | 366,530 | ||||
Net Loss | (354,777) | (354,777) | ||||
Balance at Dec. 31, 2020 | $ 5,000 | $ 19,914 | 7,933,832 | (7,854,524) | 104,222 | |
Balance (in Shares) at Dec. 31, 2020 | 5,000,000 | 19,913,982 | ||||
Sale of common stock for cash | $ 450 | $ 214 | 48,067 | 48,731 | ||
Sale of common stock for cash (in Shares) | 450,000 | 214,018 | ||||
Issuance of common stock for services | $ 22 | $ 100 | 3,278 | 3,400 | ||
Issuance of common stock for services (in Shares) | 22,000 | 100,000 | ||||
Common stock issued for common stock issuable | $ 150 | $ (150) | ||||
Common stock issued for common stock issuable (in Shares) | 150,000 | (150,000) | ||||
Net Loss | (174,911) | (174,911) | ||||
Balance at Dec. 31, 2021 | $ 5,000 | $ 20,536 | $ 164 | $ 7,985,177 | $ (8,029,435) | $ (18,558) |
Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | 20,535,982 | 164,018 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (174,911) | $ (354,777) |
Stock issued for services | 3,400 | 169,493 |
Rent expense, net | (566) | 144 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (15,216) | 16,250 |
Accounts payable and accrued expenses | 28,143 | (306) |
NET CASH USED IN OPERATING ACTIVITIES | (159,150) | (169,196) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock for cash | 48,731 | 161,028 |
Collection of subscription receivable | 25,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 48,731 | 186,028 |
NET CHANGE IN CASH | (110,419) | 16,832 |
CASH, beginning of year | 123,493 | 106,661 |
CASH, end of period | 13,074 | 123,493 |
Cash paid during the year for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for accrued salaries | 94,422 | |
Contributed capital by an officer through forgiveness of accrued salary | 366,530 | |
Removal of right-of-use asset | 19,379 | |
Removal of right-of-use asset and operating lease liability | $ 20,018 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Signet International Holdings, Inc. (the “Company”) was incorporated in the State of Delaware on February 2, 2005. The Company’s principal business plan was to focus in developing advanced technologies, energy solutions and medical devices. The Company has no operating history as of yet. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern The accompanying consolidated financial statements are prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of $174,911 and $159,150 respectively, for the year ended December 31, 2021 and has no revenues in 2021 or 2020. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $8,029,435, $18,558, and $18,558, respectively, as of December 31, 2021. These matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely. Although the Company has had occasion to travel overseas for meetings, expos, and demonstrations, the Company experienced similar restrictions. The outcome of the Company’s business meeting is indeterminate. However, the Company continues to maintain a dialogue with its European counterparts. The Company’s operations have not been affected by the COVID-19 outbreak to date, however, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain. As of the date of this report, the Company’s business remains open. At this time, the Company does not foresee any material changes to its operations from COVID-19. While the Company does not anticipate an impact on its operations, the Company cannot estimate the duration of the pandemic and potential impact on its business if the Company’s business must close. In addition, a severe or prolonged economic downturn could result in a variety of risks to its business, including weakened demand for the Company’s products and a decreased ability to raise additional capital when needed on acceptable terms, if at all. At this time, the Company is unable to estimate the impact of this event on its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of its three wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. All wholly-owned subsidiaries were inactive subsidiaries at December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021. Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of equity-based instruments issued for other than cash, valuation of right-of-use assets and liabilities and the valuation allowance on deferred tax assets. Risks and uncertainties for development stage company The Company is considered to be in an early stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of the Company’s efforts to business planning and development. Additionally, the Company has allocated a substantial portion of its time and investment to the completion of the Company’s development activities to launch its marketing plan and generate revenues and to raising capital. The Company has not generated revenue from operations and is currently in the development stage. The Company’s activities during this early stage are subject to significant risks and uncertainties. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents as of December 31, 2021 and 2020. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2021, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. Fair value measurements and fair value of financial instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including prepaid expense, accounts payable, accrued expenses and accrued salaries are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Property Property is carried at cost which made up of office equipment. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The Company shall capitalize cost of property over $1,500. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” Determining Fair Value Under ASC 718-10 The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Research and development In accordance with ASC 730-10, “Research and Development-Overall,” Net loss per share of common stock Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2021 and 2020, the Company had 50,000,000 potentially dilutive securities outstanding related to Series A Convertible Preferred Stock for both periods (see Note 4). Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. Impairment of long-lived assets In accordance with ASC 360-10, “ Long-lived assets,” Leases The Company follows ASC Topic 842, Leases (Topic 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and will be included in general and administrative expenses. Recent accounting pronouncements Accounting standards which are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’Deficit | Note 4 – Stockholders’ Deficit The authorized capital stock consists of 100,000,000 shares of common stock and 50,000,000 shares of preferred stock. Preferred stock The Board of Directors has the authority, without further action by the shareholders, to issue, from time to time, preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could adversely affect the voting power or other rights of the holders of common stock. On March 14, 2007, the Company formally designated a series of Super Voting Convertible Preferred Stock (the “Series A Super Voting Preferred Stock”) of the Company’s 50,000,000 authorized shares of the capital preferred stock of the Corporation. The designated Series A Super Voting Convertible Preferred Stock, consists of 5,000,000 shares, par value $.001 per share, which shall have the following preferences, powers, designations and other special rights: Voting and conversion: Holders of the Series A Super Voting Convertible Preferred Stock shall have ten votes per share held on all matters submitted to the shareholders of the Company for a vote thereon. Each holder of these shares shall have the option to appoint two additional members to the Board of Directors. Each share shall be convertible into ten (10) shares of common stock. The Company may redeem at $0.10 per share with 30 days’ notice. Dividends: The holders of Series A Super Voting Convertible Preferred Stock shall be entitled to receive dividends or distributions on a pro rata basis with the holders of common stock when and if declared by the Board of Directors of the Company. Dividends shall not be cumulative. No dividends or distributions shall be declared or paid or set apart for payment on the Common Stock in any calendar year unless dividends or distributions on the Series A Preferred Stock for such calendar year are likewise declared and paid or set apart for payment. No declared and unpaid dividends shall bear or accrue interest. Liquidation Preference: Upon the liquidation, dissolution and winding up of the Company, whether voluntary or involuntary, the holders of the Series A Super Voting Convertible Preferred Stock then outstanding shall be entitled to, on a pro-rata basis with the holders of common stock, distributions of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders. There were 5,000,000 shares of Series A preferred stock issued and outstanding as of December 31, 2021 and 2020. Common stock During the year ended December 31, 2020: In January 2020, the Company settled accrued salaries to its former Chief Executive Officer (“Former CEO”) in the amount of $94,422 by issuing 829,721 shares of common stock at a price of approximately $0.11 per share, based on recent private placement sales of common stock on the date of grant. Additionally, the Former CEO forgave accrued salary of $366,530. During fiscal year 2020, the Company issued an aggregate of 1,456,603 to various consultants of the Company for services rendered with fair value of $165,368 or an average of approximately $0.1135 per share, based on recent private placement sales of common stock on the dates of grants. During fiscal year 2020, the Company issued an aggregate of 25,000 to a consultant of the Company for services rendered with fair value of $4,125 or an average of approximately $0.165 per share, based on the quoted trading price on the date of grants. During fiscal year 2020, the Company received total gross proceeds of $161,028 or an average of approximately $0.098 per share, from the sale of 1,648,300 shares of the Company’s common stock. Additionally, the Company collected the $25,000 subscription receivable that was previously recorded at December 31, 2019. During the year ended December 31, 2021: ● Between January 2021 and June 2021, the Company became obligated to issue a total of 122,000 shares of common stock to two consultants of which 120,000 will be earned and the related expense will be recognized over a 36-month term. During the year ended December 31, 2021, the Company issued an aggregate of 22,000 shares of common stock to the two consultants for services rendered and the balance of 100,000 shares remains to be issued as of December 31, 2021 (see Note 6). The fair value of these shares were valued on the grant dates at $12,400 or an average of approximately $0.10 per share, based on the quoted trading price on the date of grants of which $3,400 were recognized as stock based consulting expense during the year ended December 31, 2021. ● Between February 2021 and March 2021, the Company received total gross proceeds of $33,750 or an average of approximately $0.08 per share, from the sale of 450,000 shares of the Company’s common stock. ● In April 2021, the Company received total gross proceeds of $14,981 or an average of approximately $0.07 per share, from the sale of 214,018 shares of the Company’s common stock. A portion of the 214,018 shares of common stock were not issued and has been recorded as common stock issuable as of December 31, 2021. In July 2021, the Company issued 150,000 shares and the balance of 64,018 shares remains to be issued. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 – Income Taxes The Company has incurred historical aggregate net operating losses of approximately $2,182,527 for income tax purposes as of December 31, 2021. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. Management believes that the realization of the benefits from these losses appears not more than likely than not due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes were as follows: Year Ended December 31, 2021 Year Ended December 31, 2010 Income tax benefit at U.S. statutory rate of 21% $ (36,731 ) $ (74,503 ) Income tax benefit – State tax rate at 5% (8,746 ) (17,739 ) Non-deductible expenses 884 44,068 Increase in valuation allowance 44,593 48,174 Total provision for income tax $ - $ - The Company’s approximate net deferred tax asset was as follows: Deferred Tax Asset: December 31, 2021 December 31, 2010 Net operating loss carryforward $ 567,457 $ 522,864 Valuation allowance (567,457 ) (522,864 ) Net deferred tax asset $ - $ - On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 34% to a flat 21% effective January 1, 2018. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods. The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2021 and 2020 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $44,593 in fiscal 2021. The potential tax benefit arising from the loss carryforward of approximately $1,668,018 accumulated through December 31, 2017 will expire in 2037 and the fiscal 2018, 2019, 2020 and 2021 net operating loss carryforward of approximately $514,509 may be carried forward indefinitely. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes or business changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2019, 2020 and 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Operating lease In January 2018, the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the Former CEO of the Company (see Note 7). The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease required monthly payments of approximately $1,136 plus sales tax and the Company was not responsible for any additional charges for common area maintenance. The monthly rent was subject to an increase by 2% at the end of each year. On July 1, 2021, the Company early terminated the sub-lease agreement and entered into a new one-year lease agreement with the landlord (see Note 7). Accordingly, on July 1, 2021, the Company reversed the remaining balance of the ROU asset of $19,379, operating lease liability of $20,018 and credited the difference to lease expense of $639. In March 2022, the Company early terminated the new lease agreement. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2020, upon adoption of ASC Topic 842, the Company recorded right-of-use assets $45,645 and total lease liabilities of $45,645 based on an incremental borrowing rate of 12%. For the respective years ended December 31, 2021 and 2020, we paid an aggregate of $14,564 and $15,100 for rent under this agreement, respectively. Right of Use (“ROU”) Asset is summarized below: As of As of December 31, 2020 Office lease, ROU Asset $ 45,645 $ 45,645 Less: Accumulated amortization (26,266 ) (20,368 ) Less: reversal of remaining balance due to termination on July 1, 2021 (19,379 ) - Balance of ROU asset $ - $ 25,277 Operating lease liability related to the ROU asset is summarized below: As of As of December 31, 2020 Office lease liability $ 45,645 $ 45,645 Reduction of lease liability (25,627 ) (19,802 ) Total 20,018 25,843 Less: current portion - (12,007 ) Less: reversal of remaining balance due to termination on July 1, 2021 (20,018 ) - Long term portion of lease liability $ - $ 13,836 Option agreements In November 2018, the Company entered into an Option Agreement (the “November 2018 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for graphene foam coating and deicing. The option period commenced on the effective date of this November 2018 Option Agreement and expired 6 months from the effective date unless terminated by either party by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,500 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2018. In May 2019, the Company entered into an amendment agreement to extend the option period to August 2019. In October 2020, the Company entered into an exclusive licensing agreement with this licensor (see discussion below). In March 2019, the Company entered into an Option Agreement (the “March 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for rechargeable battery device. The option period commenced on the effective date of this March 2019 Option Agreement and expires 12 months from the effective date unless terminated by either party by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $5,000 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In October 2020, the Company entered into an exclusive licensing agreement with this licensor (see discussion below). In August 2019, the Company entered into an Option Agreement (the “August 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for detecting melanoma cancer. The option period commenced on the effective date of this August 2019 Option Agreement and expires in August 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In August 2020, the Company entered into an amendment agreement to extend the option period to August 31, 2021 unless sooner terminated by the execution of a license agreement between the parties. All other provision of this option agreement shall remain in full force and effect and unmodified by this amendment. The option period for this option agreement has expired. In September 2019, the Company entered into an Option Agreement (the “September 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for self-sterilizing device using plasma fields. The option period commenced on the effective date of this September 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company entered into an amendment agreement to extend the option period to September 30, 2021 unless sooner terminated by the execution of a license agreement between the parties. All other provision of this option agreement shall remain in full force and effect and unmodified by this amendment. The option period for this option agreement has expired. In September 2019, the Company entered into an Option Agreement (the “September 11, 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for low-cost disposable medical sensor for heart-attack. The option period commenced on the effective date of this September 11, 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company requested the licensor to grant the Company an extension for this option agreement. After the Company’s initial request, the Company notified the licensor of exercising the option and request for a licensing agreement. Despite the repeated efforts from the Company, the licensor did not respond. As a result, such option agreement has expired. In September 2019, the Company entered into an Option Agreement (the “September 13, 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for multifunctional oral prosthetic system. The option period commenced on the effective date of this September 13, 2019 Option Agreement and expires in September 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights. The Company paid an option fee of $1,200 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In July 2020, the Company requested the licensor to grant the Company an extension for this option agreement. After the Company’s initial request, the Company notified the licensor of exercising the option and request for a licensing agreement. Despite the repeated efforts from the Company, the licensor did not respond. As a result, such option agreement has expired. In October 2019, the Company entered into an Option Agreement (the “October 2019 Option Agreement”) whereby the licensor agreed to grant an option to exclusively license to the Company patents owned or controlled by licensor. The licensor is a University located in the state of Florida. The licensed patents are related to technology for arc melted glass piles for structural foundations. The option period commenced on the effective date of this October 2019 Option Agreement and expires in October 2020 unless terminated by the Company by giving 30 days written notice. During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights up to a maximum of $3,500. The Company paid an option fee of $1,500 on the date of this agreement which was recorded in professional and consulting fees during calendar year 2019. In October 2020, the Company entered into an amendment agreement to extend the option period to October 15, 2021. The option period for this option agreement has expired. Exclusive licensing agreements Graphene foam coating and deicing On October 30, 2020, the (“Effective Date”) the Company had entered into an exclusive licensing agreement with a University for the licensed patents related to the technology for graphene foam coating and deicing. The term of this license shall continue until licensee permanently discontinue the sale of any licensed products or unless terminated pursuant to the terms of this agreement. Licensee may grant written sublicenses to third parties. However, the licensee shall notify the University of the initiation of the license negotiation. Licensee may terminate this agreement by giving at least sixty days written notice to University. The University may terminate this agreement by giving the licensee at least thirty days written notice upon the occurrence of certain events as defined in the agreement. The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,500 shall be made within thirty days of the Effective Date and the second installment of $3,500 at the first anniversary of the effective date. The Company paid the $1,500 first installment in November 2020. Additionally, the Company agreed to pay certain royalty payments as follows: (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. Furthermore, the Company agreed to pay Licensor minimum royalty payments, as follows: Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. The first minimum royalty payment was due on December 31, 2021 for calendar year 2021. In March 2022, the Company sent a notice of termination of this exclusive licensing agreement to the University. Rechargeable battery device October 30, 2020, the (“Effective Date”) the Company had entered into an exclusive licensing agreement with a University for the licensed patents related to the technology for rechargeable battery device. The term of this license shall continue until licensee permanently discontinue the sale of any licensed products or unless terminated pursuant to the terms of this agreement. Licensee may grant written sublicenses to third parties. However, the licensee shall notify the University of the initiation of the license negotiation. Licensee may terminate this agreement by giving at least sixty days written notice to University. The University may terminate this agreement by giving the licensee at least thirty days written notice upon the occurrence of certain events as defined in the agreement. The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,418 shall be made within thirty days of the Effective Date and the second installment of $3,582 at the first anniversary of the effective date. The Company paid the $1,418 first installment in November 2020. Additionally, the Company agreed to pay certain royalty payments as follows: (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. Furthermore, the Company agreed to pay Licensor minimum royalty payments, as follows: Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. The first minimum royalty payment was due on December 31, 2021 for calendar year 2021. In March 2022, the Company sent a notice of termination of this exclusive licensing agreement to the University. Currently, the Company is in negotiation with the University to settle any unpaid obligations for the licensed patents related to the technology for graphene foam coating and deicing and the technology for rechargeable battery device for $6,000. Consulting agreements On January 5, 2020, the Company entered into a twelve-month agreement, effective as of March 13, 2020, with a consultant to serve as a technical science consultant, for $2,500 cash payment and 30,000 shares of the Company’s common stock. This agreement may be terminated without cause by either party in 30 days upon submitting a written notice. These shares had a fair value of $2,250 or $0.075 per share, based on recent private placement sales of common stock which was recorded as stock-based consulting. This agreement was not renewed and therefore there was no further obligation as of December 31, 2021. On February 13, 2020, the Company entered into a six-month agreement with an individual to serve as a chief engineer consultant. The Company will pay the consultant a consulting fee in cash and shares of the Company’s common stock for services to be rendered, to be determined and agreed upon by both parties when services begin. This agreement was not renewed and therefore there was no further obligation as of December 31, 2021. On May 21, 2020, the Company entered into an amended agreement with an individual related to a six-month consulting agreement dated on August 29, 2019. The consultant will provide business advisory, investor relations, and promotion services in exchange for 3,125 shares of the Company’s common stock per month. The consulting agreement may be renewed or extended for any period as may be agreed by the parties. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. This agreement was not renewed and therefore there was no further obligation as of December 31, 2021. In January 2021, the Company entered into a thirty-six month consulting agreement with an individual. The consultant will provide promotion services in exchange for the issuance of 20,000 shares for a period of six months, a total of 120,000 shares of the Company’s common stock. This agreement may be terminated, without cause by either party, upon submitting 30 days written notice. During the year ended December 31, 2021, the Company issued 20,000 shares and the balance of 100,000 shares remains to be issued at December 31, 2021. During the year ended December 31, 2021, the Company recognized stock-based consulting of $3,000 (see Note 4). Distributor agreement On January 18, 2021, The Company had executed an Exclusive Distributor Agreement with Jarada, Inc. Ltd (“Jarada”) of Seoul Korea. The Agreement appointed Jarada an exclusive South Korean territorial distribution rights to all of the Company’s Graphene products that will be developed and made available for worldwide commercialization. The Company shall pay Jarada 15% commission on all sales made by Jarada of the Company’s Graphene products. The term of this agreement was for two years from the date of execution and shall automatically renewed unless either party provides notice of termination. No sales of the Graphene products had occurred during the year ended December 31, 2021. In March 2022, the Company sent a notice of termination of this Exclusive Distributor Agreement to Jarada. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions In January 2020, the Company settled accrued salary owed to its Former CEO by issuing 829,721 shares of common stock valued at $94,422, based on recent private placement sales of common stock on the date of grant (see Note 4). Additionally, the Former CEO forgave accrued salary of $366,530. The Company reduced total accrued salary by $460,952 in connection with the issuance of the 829,721 shares of common stock and recorded contributed capital of $366,530 for the forgiveness of accrued salary. The Company paid rental fees for personal housing of $3,150 and $12,600 during the years ended December 31, 2021 and 2020, respectively, to an affiliated company owned by the Former CEO of the Company which was recorded as compensation to the Former CEO and included in general and administrative expenses as reflected in the accompanying consolidated statements of operations. In January 2018, the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the Former CEO of the Company. The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease currently requires monthly payments of approximately $1,136 plus sales tax and the Company is not responsible for any additional charges for common area maintenance. The monthly rent will increase by 2% at the end of each year. On July 1, 2021, the Company early terminated the sub-lease agreement and entered into a new one-year lease agreement with the landlord (see Note 6). In March 2022, the landlord agreed to early terminate the one-year lease effective March 31, 2022 in the condition that the Company’s Interim Chief Executive Officer will assume and enter into a new lease agreement with the landlord on April 1, 2022. On May 21, 2021, a majority of the shareholders of the Company, voted to appoint Alysia WolfsKeil, Esq. as the Interim Chief Executive Officer and Interim Chief Financial Officer, in order to fulfill the positions within the Company left vacant by the recent passing of Ernest W. Letiziano, the Former CEO and CFO of the Company. Ms. WolfsKeil is the daughter of Ernest W. Letiziano, the Former CEO and CFO of the Company. Ms. WolfsKeil, Esq. shall have limited powers in her positions, specifically she shall be empowered to direct all relevant services providers of the Company as they relate to any and all such filings with the SEC, gain access and be provided banking authority over any and all bank accounts or other trade accounts in the name of the Company, and enter into negotiations with potential third parties who may be considered potential acquisition targets of the Company. Ms. WolfsKeil, Esq. shall serve the shorter of a) her termination by the shareholders or b) six months from the May 21, 2021 and will receive compensation of $10,000 per month. During the year ended December 31, 2021, Ms. WolfsKeil was paid $30,000 for services related to keeping the Company’s required public filings current. As of December 31, 2021, accrued compensation to Ms. WolfsKeil amounted to $43,000 (from June 21, 2021 to December 31, 2021) and is included in accounts payable and accrued expenses in the consolidated balance sheet. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events On February 28, 2022, the Company, Estate of Ernest W. Letiziano, Ms. Hope Hillabrand, and Mr. Thomas Donaldson (collectively, the “Controlling Shareholders”) and Golden Ally Lifetech Group Co., Ltd., a Delaware corporation (“Golden Ally”) entered into a Share Purchase and Exchange Agreement (the “SPA”). Under the SPA, the Controlling Shareholders of the Company agreed to sell to Golden Ally their capital stock of the Company, consisting of 5,000,000 shares of Series A Convertible Super Preferred Stock (convertible into 50,000,000 common shares) and 4,474,080 common shares for $375,000 in cash (the “Purchase”). Immediately after the completion of the Purchase, at the closing (the “Closing”) and subject to the terms and conditions of the SPA, Golden Ally shall cause the Golden Ally shareholders to sell, assign and transfer to the Company all of the Golden Ally shares in exchange for newly issued shares of the Company based on the Exchange Ratios described below (the “Exchange”, and together with the Purchase and the other transactions contemplated by the SPA, the “Transactions”). As of the date of the SPA, the authorized capital stock of Golden Ally consists of 1 billion Class A common shares, par value $0.00001 per share (the “Golden Ally Class A Common Shares”), each of which has 10 votes and is convertible into one Golden Ally Class B Common Share, and 9 billion Class B common shares, par value $0.00001 per share (the “Golden Ally Class B Common Shares”). There are 1 billion Golden Ally Class A Common Shares and 8.5 billion Golden Ally Class B Common Shares issued and outstanding. As consideration for the sale of the Golden Ally shares by the Golden Ally shareholders to the Company, at the Closing, the Company shall allot and issue shares of the Company to the Golden Ally shareholders or their nominees in such exchange ratios (the “Exchange Ratios”) as follows: (i) each share of Golden Ally Class A Common Stock will be exchanged for one share of Series A Preferred Stock of the Company (as designated by the Amended and Restated Certificate of Incorporation of the Company to be effective prior to the Closing); and (ii) each share of Golden Ally Class B Common Stock will be exchanged for one share of the Company’s Common Stock. Immediately after the Closing, the Golden Ally shareholders will hold approximately 99.9% of the total outstanding voting power of the Company and Golden Ally will become a subsidiary of the Company. The SPA contains representations, warranties and covenants customary for a transaction of this nature, as well as certain indemnification obligations of the parties thereto for breaches of representations, warranties and covenants. The consummation of the Transactions is subject to the satisfaction or waiver of certain customary conditions at or prior to the Closing, including (i) the accuracy of each party’s representations and warranties (subject to certain materiality standards), (ii) each party’s compliance with its covenants contained in the SPA (subject to a customary materiality standard), (iii) the absence of any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company and (iv) the absence of any law or order that restrains, enjoins, makes illegal or otherwise prevents or prohibits the Closing. The parties expect that the Transactions will close in the first or second quarter of 2022. The SPA contains certain termination rights for both the Company and Golden Ally. The Company and/or Golden Ally may terminate the SPA by mutual agreement, for breach of the SPA, or if the Company has not been able to obtain a certificate of good standing before the Closing. The foregoing summary description of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and the terms of which are incorporated by reference herein. On March 1, 2022, the Controlling Shareholders took action by written consent appointing Ms. WolfsKeil as the sole director of the Company, effective immediately. On March 1, 2022, Ms. WolfsKeil, in her capacity as the sole director of the Company, took action by written consent to appoint herself as the Chief Executive Officer and the Chief Financial Officer of the Company. Ms. WolfsKeil, Esq. shall serve as the sole director, Chief Executive Officer and Chief Financial Officer until the next annual meeting of the Company or until her successor has been duly elected and qualified or until her earlier death, resignation, or removal. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of its three wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. All wholly-owned subsidiaries were inactive subsidiaries at December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of equity-based instruments issued for other than cash, valuation of right-of-use assets and liabilities and the valuation allowance on deferred tax assets. |
Risks and uncertainties for development stage company | Risks and uncertainties for development stage company The Company is considered to be in an early stage since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of the Company’s efforts to business planning and development. Additionally, the Company has allocated a substantial portion of its time and investment to the completion of the Company’s development activities to launch its marketing plan and generate revenues and to raising capital. The Company has not generated revenue from operations and is currently in the development stage. The Company’s activities during this early stage are subject to significant risks and uncertainties. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company did not have cash equivalents as of December 31, 2021 and 2020. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2021, the Company had not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. |
Fair value measurements and fair value of financial instruments | Fair value measurements and fair value of financial instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including prepaid expense, accounts payable, accrued expenses and accrued salaries are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Property | Property Property is carried at cost which made up of office equipment. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The Company shall capitalize cost of property over $1,500. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” |
Determining Fair Value Under ASC 718-10 | Determining Fair Value Under ASC 718-10 The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. |
Income taxes | Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Research and development | Research and development In accordance with ASC 730-10, “Research and Development-Overall,” |
Net loss per share of common stock | Net loss per share of common stock Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2021 and 2020, the Company had 50,000,000 potentially dilutive securities outstanding related to Series A Convertible Preferred Stock for both periods (see Note 4). Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC 360-10, “ Long-lived assets,” |
Leases | Leases The Company follows ASC Topic 842, Leases (Topic 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and will be included in general and administrative expenses. |
Recent accounting pronouncements | Recent accounting pronouncements Accounting standards which are not yet effective are not expected to have a material impact on the Company’s financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of difference between income taxes at effective statutory rate and the provision for income taxes | Year Ended December 31, 2021 Year Ended December 31, 2010 Income tax benefit at U.S. statutory rate of 21% $ (36,731 ) $ (74,503 ) Income tax benefit – State tax rate at 5% (8,746 ) (17,739 ) Non-deductible expenses 884 44,068 Increase in valuation allowance 44,593 48,174 Total provision for income tax $ - $ - |
Schedule of company’s approximate net deferred tax asset | Deferred Tax Asset: December 31, 2021 December 31, 2010 Net operating loss carryforward $ 567,457 $ 522,864 Valuation allowance (567,457 ) (522,864 ) Net deferred tax asset $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of right of use asset | As of As of December 31, 2020 Office lease, ROU Asset $ 45,645 $ 45,645 Less: Accumulated amortization (26,266 ) (20,368 ) Less: reversal of remaining balance due to termination on July 1, 2021 (19,379 ) - Balance of ROU asset $ - $ 25,277 |
Schedule of operating lease liability related to the ROU asset | As of As of December 31, 2020 Office lease liability $ 45,645 $ 45,645 Reduction of lease liability (25,627 ) (19,802 ) Total 20,018 25,843 Less: current portion - (12,007 ) Less: reversal of remaining balance due to termination on July 1, 2021 (20,018 ) - Long term portion of lease liability $ - $ 13,836 |
Schedule of licensor minimum royalty payments | Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. Payment Year $ 2,000 2021 $ 3,000 2022 $ 5,000 2023 $ 10,000 2024 and every year thereafter on the same date, for the life of this License Agreement. |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern [Abstract] | |||
Net loss | $ 174,911 | ||
Net cash used in operation | (159,150) | $ (169,196) | |
Accumulated deficit | (8,029,435) | (7,854,524) | |
Stockholders' Equity Attributable to Parent | (18,558) | $ 104,222 | $ (332,474) |
Amount of working capital | $ 18,558 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal deposit insurance corporation amount | $ 250,000 | |
Capitalize cost of property | $ 1,500 | |
Income tax benefit, percentage | 50.00% | |
Research and development costs | $ 1,000 | $ 6,000 |
Potentially dilutive securities outstanding (in Shares) | 50,000,000 | |
Series A Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Potentially dilutive securities outstanding (in Shares) | 50,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 14, 2007 | |
Stockholders’ Deficit (Details) [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Preferred stock, shares authorized | 50,000,000 | ||||||
Voting and conversion, description | Each share shall be convertible into ten (10) shares of common stock. The Company may redeem at $0.10 per share with 30 days’ notice. | ||||||
Preferred stock, shares outstanding | 5,000,000 | ||||||
Issuance of common stock | 20,535,982 | 19,913,982 | |||||
Stock per share (in Dollars per share) | $ 0.11 | $ 0.098 | |||||
Total gross proceeds (in Dollars) | $ 161,028 | ||||||
(in Dollars) | $ 25,000 | ||||||
Common Stock [Member] | |||||||
Stockholders’ Deficit (Details) [Line Items] | |||||||
Aggregate stock issued | 450,000 | 1,648,300 | |||||
Total gross proceeds (in Dollars) | $ 14,981 | $ 33,750 | |||||
Sale of common stock | 214,018 | 450,000 | |||||
Stockholders equity deficit, description | ●Between January 2021 and June 2021, the Company became obligated to issue a total of 122,000 shares of common stock to two consultants of which 120,000 will be earned and the related expense will be recognized over a 36-month term. During the year ended December 31, 2021, the Company issued an aggregate of 22,000 shares of common stock to the two consultants for services rendered and the balance of 100,000 shares remains to be issued as of December 31, 2021 (see Note 6). The fair value of these shares were valued on the grant dates at $12,400 or an average of approximately $0.10 per share, based on the quoted trading price on the date of grants of which $3,400 were recognized as stock based consulting expense during the year ended December 31, 2021. | ||||||
Average share price (in Dollars per share) | $ 0.07 | $ 0.08 | |||||
Issuance of common stock | 214,018 | ||||||
Shares issued | 150,000 | ||||||
Common stock remaining shares to be issued | 64,018 | ||||||
Chief Executive Officer [Member] | |||||||
Stockholders’ Deficit (Details) [Line Items] | |||||||
Accrued salaries (in Dollars) | $ 94,422 | ||||||
Issuance of common stock | 829,721 | ||||||
Forgave accrued salaries (in Dollars) | $ 366,530 | ||||||
Aggregate stock issued | 1,456,603 | ||||||
Fair value of Common stock (in Dollars) | $ 165,368 | ||||||
Fair value ranging per share (in Dollars per share) | $ 0.1135 | ||||||
Sale of common stock | 1,648,300 | ||||||
Series A Super Voting Preferred Stock [Member] | |||||||
Stockholders’ Deficit (Details) [Line Items] | |||||||
Preferred stock, shares authorized | 50,000,000 | ||||||
Designated convertible preferred shares | 5,000,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Stockholders’ Deficit (Details) [Line Items] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jan. 01, 2018 | |
Income Tax Disclosure [Abstract] | ||
Aggregate net operating losses | $ 2,182,527 | |
Valuation allowance percentage | 100.00% | |
Deferred tax asset to reduce | $ 0 | |
Allowance amount | $ 44,593 | |
Federal income tax rate description | The Act decreases the U.S. corporate federal income tax rate from a maximum of 34% to a flat 21% effective January 1, 2018. | |
Operating loss carryforward description | The potential tax benefit arising from the loss carryforward of approximately $1,668,018 accumulated through December 31, 2017 will expire in 2037 and the fiscal 2018, 2019, 2020 and 2021 net operating loss carryforward of approximately $514,509 may be carried forward indefinitely. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of difference between income taxes at effective statutory rate and the provision for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2010 | |
Schedule of difference between income taxes at effective statutory rate and the provision for income taxes [Abstract] | ||
Income tax benefit at U.S. statutory rate of 21% | $ (36,731) | $ (74,503) |
Income tax benefit – State tax rate at 5% | (8,746) | (17,739) |
Non-deductible expenses | 884 | 44,068 |
Increase in valuation allowance | 44,593 | 48,174 |
Total provision for income tax |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of difference between income taxes at effective statutory rate and the provision for income taxes (Parentheticals) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2010 | |
Schedule of difference between income taxes at effective statutory rate and the provision for income taxes [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
State tax rate | 5.00% | 5.00% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of company’s approximate net deferred tax asset - USD ($) | Dec. 31, 2021 | Dec. 31, 2010 |
Schedule of company’s approximate net deferred tax asset [Abstract] | ||
Net operating loss carryforward | $ 567,457 | $ 522,864 |
Valuation allowance | (567,457) | (522,864) |
Net deferred tax asset |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jan. 05, 2020 | Jan. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | May 21, 2020 |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Additional charges | $ 1,136 | |||||||
Monthly rent | 2.00% | |||||||
Right-of-use assets | $ 19,379 | |||||||
Total lease liabilities | 20,018 | |||||||
Lease expense | 639 | |||||||
Incremental borrowing rate | 12.00% | |||||||
Aggregate rent | 14,564 | $ 15,100 | ||||||
Professional and consulting fees | $ 66,724 | $ 286,888 | ||||||
Option fee | $ 1,200 | |||||||
License issue fee description | The first installment of $1,500 shall be made within thirty days of the Effective Date and the second installment of $3,500 at the first anniversary of the effective date. The Company paid the $1,500 first installment in November 2020. | |||||||
Technology for rechargeable battery device | $ 6,000 | |||||||
Consulting agreements description | On January 5, 2020, the Company entered into a twelve-month agreement, effective as of March 13, 2020, with a consultant to serve as a technical science consultant, for $2,500 cash payment and 30,000 shares of the Company’s common stock. This agreement may be terminated without cause by either party in 30 days upon submitting a written notice. These shares had a fair value of $2,250 or $0.075 per share, based on recent private placement sales of common stock which was recorded as stock-based consulting. | |||||||
Promotion services shares (in Shares) | 120,000 | 20,000 | 3,125 | |||||
Shares issued (in Shares) | 20,000 | |||||||
Remaining shares (in Shares) | 100,000 | |||||||
Stock based consulting | $ 3,000 | |||||||
Commission percentage | 15.00% | |||||||
ASC Topic 842 [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Right-of-use assets | $ 45,645 | |||||||
Total lease liabilities | $ 45,645 | |||||||
Rechargeable Battery Device [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
License issue fee description | The Company agreed to pay license issue fee of $5,000 in two separate installments. The first installment of $1,418 shall be made within thirty days of the Effective Date and the second installment of $3,582 at the first anniversary of the effective date. The Company paid the $1,418 first installment in November 2020. | |||||||
November 2018 Option Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Professional and consulting fees | $ 1,500 | |||||||
March 2019 Option Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Professional and consulting fees | 5,000 | |||||||
August 2019 Option Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Professional and consulting fees | 1,200 | |||||||
Option Agreements Three [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Professional and consulting fees | 1,200 | |||||||
Option fee | 1,200 | |||||||
October 2019 Option Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Professional and consulting fees | $ 1,500 | |||||||
Professional and consulting fees | During the option period, the Company shall reimburse the licensor for all patent related expenses incurred during the term of this agreement in connection with obtaining or maintaining the patent rights up to a maximum of $3,500. | |||||||
First Installment [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Royalty payment, description | (i) 5.5% for Net Revenues of licensed products; and (ii) 5.5% for Net Revenues of licensed processes. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of right of use asset - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of right of use asset [Abstract] | ||
Office lease, ROU Asset | $ 45,645 | $ 45,645 |
Less: Accumulated amortization | (26,266) | (20,368) |
Less: reversal of remaining balance due to termination | (19,379) | |
Balance of ROU asset | $ 25,277 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of operating lease liability related to the ROU asset - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operating lease liability related to the ROU asset [Abstract] | ||
Office lease liability | $ 45,645 | $ 45,645 |
Reduction of lease liability | (25,627) | (19,802) |
Total | 20,018 | 25,843 |
Less: current portion | (12,007) | |
Less: reversal of remaining balance due to termination | (20,018) | |
Long term portion of lease liability | $ 13,836 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of licensor minimum royalty payments | Dec. 31, 2021USD ($) |
First Installment [Member] | |
Commitments and Contingencies (Details) - Schedule of licensor minimum royalty payments [Line Items] | |
2021 | $ 2,000 |
2022 | 3,000 |
2023 | 5,000 |
2024 and every year thereafter on the same date, for the life of this License Agreement. | 10,000 |
Second Installment [Member] | |
Commitments and Contingencies (Details) - Schedule of licensor minimum royalty payments [Line Items] | |
2021 | 2,000 |
2022 | 3,000 |
2023 | 5,000 |
2024 and every year thereafter on the same date, for the life of this License Agreement. | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 21, 2021 | Jan. 31, 2020 | Jan. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
Issuance of common stock for accrued salaries (in Shares) | 829,721 | ||||
Common stock value | $ 94,422 | $ 20,536 | $ 19,914 | ||
Accrued salaries | 366,530 | ||||
ReducedAccuredSalaries | $ 460,952 | ||||
Rental fees | $ 3,150 | $ 12,600 | |||
Sub-lease agreement, description | the Company entered into a one-year sub-lease agreement related to its leased office facilities in Palm Beach, FL with the Former CEO of the Company. The lease shall automatically be extended for successive one-year renewal term not to exceed 5 annual renewal terms in total unless the landlord or tenant gives a written notice of non-renewal on or before 30 days prior to expiration of the term. The lease currently requires monthly payments of approximately $1,136 plus sales tax and the Company is not responsible for any additional charges for common area maintenance. The monthly rent will increase by 2% at the end of each year. On July 1, 2021, the Company early terminated the sub-lease agreement and entered into a new one-year lease agreement with the landlord (see Note 6). | ||||
Related party transaction, description | a majority of the shareholders of the Company, voted to appoint Alysia WolfsKeil, Esq. as the Interim Chief Executive Officer and Interim Chief Financial Officer, in order to fulfill the positions within the Company left vacant by the recent passing of Ernest W. Letiziano, the Former CEO and CFO of the Company. Ms. WolfsKeil is the daughter of Ernest W. Letiziano, the Former CEO and CFO of the Company. Ms. WolfsKeil, Esq. shall have limited powers in her positions, specifically she shall be empowered to direct all relevant services providers of the Company as they relate to any and all such filings with the SEC, gain access and be provided banking authority over any and all bank accounts or other trade accounts in the name of the Company, and enter into negotiations with potential third parties who may be considered potential acquisition targets of the Company. Ms. WolfsKeil, Esq. shall serve the shorter of a) her termination by the shareholders or b) six months from the May 21, 2021 and will receive compensation of $10,000 per month. During the year ended December 31, 2021, Ms. WolfsKeil was paid $30,000 for services related to keeping the Company’s required public filings current. As of December 31, 2021, accrued compensation to Ms. WolfsKeil amounted to $43,000 (from June 21, 2021 to December 31, 2021) and is included in accounts payable and accrued expenses in the consolidated balance sheet. | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of common stock for accrued salaries (in Shares) | 829,721 | ||||
Forgave accrued salaries | $ 366,530 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 28, 2022 | Jul. 31, 2021 |
Subsequent Events (Details) [Line Items] | ||
Total outstanding rate | 99.90% | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Cash (in Dollars) | $ 375,000 | |
Common stock, shares description | As of the date of the SPA, the authorized capital stock of Golden Ally consists of 1 billion Class A common shares, par value $0.00001 per share (the “Golden Ally Class A Common Shares”), each of which has 10 votes and is convertible into one Golden Ally Class B Common Share, and 9 billion Class B common shares, par value $0.00001 per share (the “Golden Ally Class B Common Shares”). There are 1 billion Golden Ally Class A Common Shares and 8.5 billion Golden Ally Class B Common Shares issued and outstanding. | |
Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 150,000 | |
Common Stock [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 4,474,080 | |
Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 5,000,000 |