Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56213 | ||
Entity Registrant Name | Soul Biotechnology Corp | ||
Entity Central Index Key | 0001726822 | ||
Entity Tax Identification Number | 82-3155323 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 36 Fourth Ave. N | ||
Entity Address, City or Town | Saskatchewan | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | S3N 2V7 | ||
City Area Code | (516) | ||
Local Phone Number | 544-2812 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 644,889,500 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 41,808 | $ 9,499 |
Accounts receivable | 1,344 | |
Inventory | 35,281 | 0 |
Prepaid and other assets | 1,179 | |
Total current assets | 79,612 | 9,499 |
Goodwill | 512,196 | |
Intangible assets | 88,923 | |
Total assets | 680,731 | 9,499 |
Current Liabilities | ||
Accrued payable and accrued liabilities | 42,953 | 428 |
Common stock payable | 843,878 | 0 |
Due to related parties | 227,704 | 142,752 |
Total current liabilities | 1,114,535 | 143,180 |
Government loans | 29,532 | |
Total liabilities | 1,144,067 | 143,180 |
Stockholders’ Deficit | ||
Common stock, Par Value $0.001, 700,000,000 shares authorized, 75,000,000 and 23,889,500 shares issued and outstanding of shares as of December 31, 2022 and December 31, 2021, respectively | 75,000 | 23,890 |
Additional paid in capital | 25,740 | 25,740 |
Accumulated deficit | (525,881) | (183,311) |
Accumulated other comprehensive loss | (38,195) | |
Total stockholders’ deficit | (463,336) | (133,681) |
Total liabilities and stockholders’ deficit | $ 680,731 | $ 9,499 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 75,000,000 | 23,889,500 |
Common stock, shares Outstanding | 75,000,000 | 23,889,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, net | ||
Revenue, net | $ 296,597 | $ 81 |
Cost of sales | 70,784 | |
Gross margin | 225,813 | 81 |
Operating expenses | ||
General and administrative expenses | 251,652 | 18,540 |
Professional fees | 274,253 | 27,360 |
Amortization of intangible assets | 40,764 | |
Total operating expenses | 566,668 | 45,900 |
Loss from Operations | (340,855) | (45,819) |
Other income (expense) | ||
Interest income (expense) | (1,715) | 21 |
Total other income (expenses), net | (1,715) | 21 |
Loss from operations before income taxes | (342,570) | (45,798) |
Income tax expense | ||
Net loss | $ (342,570) | $ (45,798) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average number of shares outstanding | 69,258,821 | 23,889,500 |
Comprehensive loss: | ||
Foreign currency translation adjustment | $ (38,195) | |
Comprehensive loss | $ (380,765) | $ (45,798) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 23,890 | $ 25,740 | $ (137,513) | $ (87,883) | |
Beginnig balance, shares at Dec. 31, 2020 | 23,889,500 | ||||
Net loss | (45,798) | (45,798) | |||
Ending balance, value at Dec. 31, 2021 | $ 23,890 | 25,740 | (183,311) | (133,681) | |
Ending balance, shares at Dec. 31, 2021 | 23,889,500 | ||||
Shares issued with acquisition of MySpray | $ 51,110 | 51,110 | |||
Shares issued with acquisition of MySpray, Shares | 51,110,500 | ||||
Change in exchange rates | (38,195) | (38,195) | |||
Net loss | (342,570) | (342,570) | |||
Ending balance, value at Dec. 31, 2022 | $ 75,000 | $ 25,740 | $ (38,195) | $ (525,881) | $ (463,336) |
Ending balance, shares at Dec. 31, 2022 | 75,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (342,570) | $ (45,798) |
Amortization of intangible assets | 40,764 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | ||
Inventory | 14,748 | |
Common stock payable | 77,125 | |
Accrued payable and accrued liabilities | 10,769 | |
Net cash used in operating activities | (199,165) | (45,798) |
Cash Flows from Investing Activities | ||
Acquisition of a business net of cash acquired | 19,981 | |
Net cash (used in) provided by investing activities | 19,981 | |
Cash Flows From Financing Activities | ||
Common stock payable | 196,864 | |
Proceeds from related party loans, net of repayments | 12,821 | 41,704 |
Net cash provided by financing activities | 209,685 | 41,704 |
Effect of exchange rates on cash and cash equivalents | 1,807 | |
Net (decrease) increase in cash and cash equivalents | 32,308 | (4,094) |
Cash and cash equivalents, beginning of year | 9,499 | 13,593 |
Cash and cash equivalents, end of year | 41,808 | 9,499 |
Supplemental disclosure of cash flow information | ||
Cash paid for income tax expense | ||
Cash paid for interest expense |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS Basis of Presentation and Organization Soul Biotechnology Corporation (“Soul”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017 as Adorbs Inc. The Company changed its name to Soul Biotechnology Corporation on January 3, 2023. Former management was comprised of two people, Rebecca Jill Lazar, Chief Executive Officer; and Michael Lazar, Chief Financial Officer. Due to the development stage of the Company, Ms. Lazar spent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities included acting as the Company’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores and manufacturers and spent the time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the primary operations of the business. On January 19, 2018, the Company filed a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was declared effective on March 14, 2018, and at that time the Company became a fully reporting public company. The Company filed its first Form 10-Q on May 10, 2018, for the period ended March 31, 2018, and subsequently filed all required reports until through the period ended March 31, 2019. On July 1, 2019, the Company filed a Form 15 to terminate its registration. Despite her best efforts, Ms. Lazar determined during the three months ended June 30, 2020, that the Company’s business plan was no longer viable. Subsequently, during July 2020, Ms. Lazar and her husband Michael Lazar resigned their positions executive positions with the Company and gifted their majority shareholdings for no consideration to Activist Investing LLC, an entity controlled by Michael Lazar’s brother, David Lazar. These shares were gifted in return for David Lazar’s commitment to provide funding to the Company going forward and for his expertise in managing and directing distressed companies. Activist Investing LLC received 11,000,000 10,000,000 21,000,000 23,889,500 87.9 On June 22, 2020, the Company dismissed Michael Gillespie & Associates, PLLC “Gillespie”) as its independent registered public accounting firm who had performed the audit of the Company’s 2018 financial statements for the year ended December 31, 2018. Gillespie’s report on the Company’s financial statements for the year ended December 31, 2018, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability to continue as a going concern. During the year ended December 31, 2018, and through June 21, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Gillespie on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to satisfaction, would have caused Gillespie to make reference to the subject matter thereof in connection with its reports for the period ended 2018 or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K. On June 22 2020, the Company appointed AJSH & Co. LLP, a PCOAB registered firm as its independent registered accounting firm who performed the Company’s audit for the period ended December 31, 2019 and has reviewed its financial statements for the three and nine-month period ended September 30, 2021. On December 29, 2020, the Company’s Registration Statement on Form 10-12G was declared effective. On February 10, 2022, Soul Inc. (“ADOB,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), an Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of ADOB and the managing member of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent ( 100 51,110,500 593,779,000 700,000,000 On April 26, 2022, Adorbs Inc. (the “Company”) terminated its engagement with AJSH & Co LLP (“AJSH”), the Registrant’s prior independent registered public accounting firm, and thereafter provided AJSH with its disclosures in the Current Report on Form 8-K disclosing the termination of the engagement of AJSH and requested in writing that AJSH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. AJSH’s response is filed as an exhibit to this Current Report on Form 8-K. The auditor reports by AJSH contained in the financial statements of the Company for the years ended December 31, 2021 and 2020, filed as part of the annual reports on Form 10-K for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the Company’s ability to continue as a going concern. There had been no disagreements with AJSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years ended December 31, 2021 and 2020, nor in the subsequent periods through April 26, 2022. On April 26, 2022, the Board of Directors of the Company engaged BF Borgers CPA PC (“Borgers”) as its independent accountant to provide auditing services for going forward for the Company. The Company has terminated the engagement of AJSH. The decision to hire Borgers was approved by the Company’s Board of Directors. The Company’s year-end is December 31. All figures presented in this report are in US dollars unless stated otherwise. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December 31, 2022, and December 31, 2021, the on-hand cash balances were $ 41,808 9,499 Inventory Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of December 31, 2022, and December 31, 2021, inventory amounted to $ 35,281 0 Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks and product formulations. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers Foreign Currency Translation The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity. Long-lived assets The Company accounts for its long-lived assets in accordance with Financial Accounting Standard Board (“FASB”) ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value. Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Fair Value Measurement The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities. Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Subsequent Event The Company evaluated subsequent events through the date when consolidated financial statements are issued for disclosure consideration. Recent Accounting Pronouncements There are no recent accounting pronouncements that have an impact on the Company’s operations |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of December 31, 2022, the Company had a working capital deficit of $ 1,034,923 525,881 The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 4 – BUSINESS ACQUISITION On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent ( 100 51,110,500 700,000,000 569,889,500 For the acquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of cosideration paid Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share $ 621,000 Net liabilities assumed 62,777 Fair value of total consideration paid $ 683,777 Net assets acquired and liabilities assumed Schedule of asset and liabilities assumed Cash and cash equivalents $ 30,542 Accounts receivable 595 Inventory 53,431 Other assets 1,409 Total assets $ 85,977 Accounts payable and accrued liabilities 117,214 Government of Canada loan 31,540 Total liabilities 148,754 Net liabilities assumed $ 62,777 The Company has allocated the fair value of the total consideration paid of $ 547,022 136,755 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS As of December 31, 2022, the balance of intangible assets was $ 88,923 40,764 42,682 42,682 3,559 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS The Company has been funded by its executive officers, and officers of its subsidiary. As of December 31, 2022, the balance due to executive officers and a former officer amounted to $ 227,704 142,752 12,821 Additionally, an officer of MySpray owns the laboratory building that the Company occupies. He rents this facility to MySpray based on a verbal, month-to-month agreement. MySpray pays approximately $ 26,000 |
COMMON STOCK AND COMMON STOCK P
COMMON STOCK AND COMMON STOCK PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock And Common Stock Payable | |
COMMON STOCK AND COMMON STOCK PAYABLE | NOTE 7 – COMMON STOCK AND COMMON STOCK PAYABLE On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 0.001 75,000,000 23,889,500 As of the date of this report, the Company had numerous shares issuable as part of the February 10, 2022 Share Exchange and for private placements accepted from investors during the year ended December 31, 2022. Since the Company has delayed issuing these shares the associated value of the shares has been recorded as a liability on the Company’s, Balance sheet. As of December 31, 2022 and December 31, 2021 the balance of Common Stock Payable was $ 843,878 0 The amount of $843,878 is comprised of the following elements: ● 569,889,500 0.001 569,889 ● During the three months ended June 30, 2022 the Company raised $ 194,544 21,000,000 0.017618 .00431 ● 6,000,000 77,125 0.012854 None of the above-mentioned shares have been issued or retired as of December 31, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with the Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements except as follows Subsequent to December 31, 2022 the Company issued 569,889,500 0.001 569,889 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December 31, 2022, and December 31, 2021, the on-hand cash balances were $ 41,808 9,499 |
Inventory | Inventory Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of December 31, 2022, and December 31, 2021, inventory amounted to $ 35,281 0 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks and product formulations. The useful life of these customer relationships is estimated to be three years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. |
Revenue Recognition | Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers |
Foreign Currency Translation | Foreign Currency Translation The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity. |
Long-lived assets | Long-lived assets The Company accounts for its long-lived assets in accordance with Financial Accounting Standard Board (“FASB”) ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. |
Fair Value Measurement | Fair Value Measurement The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities. Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. |
Employee Stock-Based Compensation | Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Subsequent Event | Subsequent Event The Company evaluated subsequent events through the date when consolidated financial statements are issued for disclosure consideration. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recent accounting pronouncements that have an impact on the Company’s operations |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of cosideration paid | Schedule of cosideration paid Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share $ 621,000 Net liabilities assumed 62,777 Fair value of total consideration paid $ 683,777 |
Schedule of asset and liabilities assumed | Schedule of asset and liabilities assumed Cash and cash equivalents $ 30,542 Accounts receivable 595 Inventory 53,431 Other assets 1,409 Total assets $ 85,977 Accounts payable and accrued liabilities 117,214 Government of Canada loan 31,540 Total liabilities 148,754 Net liabilities assumed $ 62,777 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - shares | Dec. 31, 2022 | Feb. 10, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Common stock to be issued | 569,889,500 | |
Michael Lazar [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock to be issued | 11,000,000 | |
Number of shares issued | 10,000,000 | |
Increase in common stock shares authorized | 21,000,000 | |
Number of shares outstanding | 23,889,500 | |
Ownership interest | 87.90% | |
Spray [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock to be issued | 593,779,000 | |
Increase in common stock shares authorized | 700,000,000 | |
Ownership interest | 100% | |
Common stock at Closing | 51,110,500 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash in hand balance | $ 41,808 | $ 9,499 |
Inventory | $ 35,281 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 1,034,923 | |
Accumulated deficit | $ 525,881 | $ 183,311 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - Spray [Member] | Feb. 10, 2022 USD ($) |
Business Acquisition [Line Items] | |
Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share | $ 621,000 |
Net liabilities assumed | 62,777 |
Fair value of total consideration paid | $ 683,777 |
BUSINESS ACQUISITION (Details 1
BUSINESS ACQUISITION (Details 1) - Spray [Member] | Feb. 10, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 30,542 |
Accounts receivable | 595 |
Inventory | 53,431 |
Other assets | 1,409 |
Total assets | 85,977 |
Accounts payable and accrued liabilities | 117,214 |
Government of Canada loan | 31,540 |
Total liabilities | 148,754 |
Net liabilities assumed | $ 62,777 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Feb. 10, 2022 | |
Business Acquisition [Line Items] | ||
Common stock to be issued | 569,889,500 | |
Goodwill [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration | $ 547,022 | |
Finite-Lived Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration | $ 136,755 | |
Spray [Member] | ||
Business Acquisition [Line Items] | ||
Ownership interest | 100% | |
Common stock at Closing | 51,110,500 | |
Increase in common stock shares authorized | 700,000,000 | |
Common stock to be issued | 593,779,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | $ 88,923 | |
Amortization expense | 40,764 | |
2023 | 42,682 | |
2024 | 42,682 | |
2025 | $ 3,559 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 227,704 | $ 142,752 |
Repayment of related party debt | 12,821 | |
Spray [Member] | ||
Related Party Transaction [Line Items] | ||
Rent payment | $ 26,000 |
COMMON STOCK AND COMMON STOCK_2
COMMON STOCK AND COMMON STOCK PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | |||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 75,000,000 | 23,889,500 | |
Common stock, shares Outstanding | 75,000,000 | 23,889,500 | |
Common stock payable | $ 843,878 | $ 0 | |
Share price | $ 0.00431 | ||
Stock Repurchased During Period, Shares | 6,000,000 | ||
Stock Repurchased During Period, Value | $ 77,125 | ||
Share price | $ 0.012854 | ||
Seven Investors [Member] | |||
Offsetting Assets [Line Items] | |||
Share price | $ 0.017618 | ||
Number of stock sold, value | $ 194,544 | ||
Number of stock sold, shares | 21,000,000 | ||
Exchange Agreement [Member] | |||
Offsetting Assets [Line Items] | |||
Number of stock issuable, shares | 569,889,500 | ||
Share price | $ 0.001 | ||
Number of stock issuable, value | $ 569,889 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2022 | Feb. 10, 2022 | |
Offsetting Assets [Line Items] | |||
Common stock to be issued | 569,889,500 | ||
Share price | $ 0.00431 | ||
Exchange Agreement [Member] | |||
Offsetting Assets [Line Items] | |||
Share price | $ 0.001 | ||
Number of stock issuable, value | $ 569,889 |