Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2020 | Feb. 10, 2021 | Apr. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | World Scan Project, Inc. | ||
Entity Central Index Key | 0001813744 | ||
Document Type | 10-K/A | ||
Amendment Description | This amendment is being filed to include the audit report not previously included due to a clerical error. | ||
Document Period End Date | Oct. 31, 2020 | ||
Amendment Flag | true | ||
Current Fiscal Year End Date | --10-31 | ||
Smaller Reporting Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Common Stock Shares Outstanding | 10,647,350 | ||
Entity Public Float | $ 0 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
State of Incorporation | DE | ||
Transition Period | false | ||
Entity Small Business | true | ||
Interactive Data Current | Yes | ||
Well Known Seasoned Issuer | No | ||
Voluntary Filer | No | ||
Entity File Number | 000-56208 |
Consolidated Balance Sheets (Au
Consolidated Balance Sheets (Audited) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 974,606 | |
Accounts receivable, trade | 874,365 | |
Advance payments and prepaid expenses | 540,286 | |
Inventories | 8,809 | |
TOTAL CURRENT ASSETS | 2,398,066 | 0 |
Non-current assets | ||
Intangible assets, net | 5,789 | |
TOTAL NON-CURRENT ASSETS | 5,789 | |
TOTAL ASSETS | 2,403,855 | 0 |
Current Liabilities | ||
Accrued expenses and other payables | 141,205 | |
Income tax payables | 527,283 | |
Due to related party | 189 | |
Other current liabilities | 13,112 | |
Total Current Liabilities | 681,600 | 189 |
TOTAL LIABILITIES | 681,600 | 189 |
Stockholders' Equity (Deficit) | ||
Preferred stock ($.0001 par value, 200,000,000 shares authorized; 10,000,000 shares issued and outstanding as of October 31, 2020 and October 31, 2019) | 1,000 | 1,000 |
Common stock ($.0001 par value, 200,000,000 shares authorized, 10,000,000 shares issued and outstanding as of October 31, 2020 and October 31, 2019) | 1,065 | 1,000 |
Additional Paid In Capital | 323,987 | (2,000) |
Accumulated earnings (deficit) | 1,313,909 | (189) |
Accumulated other comprehensive income | 82,294 | |
Total Stockholders' Equity (Deficit) | 1,722,255 | (189) |
Total Liabilities & Stockholders' Equity (Deficit) | $ 2,403,855 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2020 | Oct. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 200,000,000 | 200,000,000 |
Preferred Stock Shares Issued | 10,000,000 | 10,000,000 |
Preferred Stock Shares Outstanding | 10,000,000 | 10,000,000 |
Common Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock Shares Issued | 10,647,350 | 10,000,000 |
Common Stock Shares Outstanding | 10,647,350 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Audited) - USD ($) | Oct. 31, 2019 | Oct. 31, 2020 |
Income Statement [Abstract] | ||
Revenues | $ 4,952,542 | |
Cost of revenues | 1,677,990 | |
Gross profit | 3,274,552 | |
Operating Expense | ||
General and administrative expenses | 189 | 1,488,687 |
Total Operating Expenses | 189 | 1,488,687 |
Income from operations | (189) | 1,785,865 |
Other income (expense) | ||
VAT Tax Credit | 245,529 | |
Other income | 17 | |
Interest Expense | (2,377) | |
Total other expenses | (243,169) | |
Net income before tax | (189) | 2,029,034 |
Income tax expense | 714,936 | |
NET INCOME (LOSS) | (189) | 1,314,098 |
OTHER COMPREHENSIVE INCOME | ||
Foreign currency translation adjustment | 82,294 | |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ (189) | $ 1,396,392 |
Income per common share (basic) | $ 0 | $ 0.13 |
Income per common share (diluted) | $ 0 | $ 0.07 |
Weighted average common shares outstanding (basic) | 10,000,000 | 10,083,357 |
Weighted average common shares outstanding (diluted) | 20,000,000 | 20,083,357 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity/ Deficit (Audited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Total |
Beginning Balance (Value) at Oct. 24, 2019 | ||||||
Beginning Balance (Shares) at Oct. 24, 2019 | ||||||
Founder’s preferred shares (value) | $ 1,000 | $ (1,000) | ||||
Founder’s preferred shares (shares) | 10,000,000 | |||||
Founder’s common shares (value) | $ 1,000 | (1,000) | ||||
Founder’s common shares (shares) | 10,000,000 | |||||
Net income/ loss | $ (189) | (189) | ||||
Imputed interests | ||||||
Foreign currency translation | ||||||
Balance (Value) at Oct. 31, 2019 | $ 1,000 | $ 1,000 | (2,000) | (189) | (189) | |
Balance (Shares) at Oct. 31, 2019 | 10,000,000 | 10,000,000 | ||||
Net income/ loss | 1,314,098 | |||||
Imputed interests | 2,377 | |||||
Foreign currency translation | 82,294 | |||||
Balance (Value) at Oct. 31, 2020 | 276,777 | |||||
Beginning Balance (Value) at Oct. 31, 2019 | $ 1,000 | $ 1,000 | (2,000) | (189) | (189) | |
Beginning Balance (Shares) at Oct. 31, 2019 | 10,000,000 | 10,000,000 | ||||
Net income/ loss | 1,314,098 | 1,314,098 | ||||
Imputed interests | 2,377 | 2,377 | ||||
Stock issuances resulting from the sale of shares (Value) | $ 65 | $ 323,610 | $ 323,675 | |||
Stock issuance resulting from the sale of shares (Shares) | 647,350 | |||||
Foreign currency translation | $ 82,294 | $ 82,294 | ||||
Balance (Value) at Dec. 31, 2020 | $ 1,000 | $ 1,065 | $ 323,987 | $ 82,294 | $ 1,313,909 | $ 1,722,255 |
Balance (Shares) at Dec. 31, 2020 | 10,000,000 | 10,647,350 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Audited) - USD ($) | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Income | $ (189) | $ 1,314,098 | $ 1,314,098 | |
Depreciation and amortization | 327 | |||
Imputed interest | 2,377 | 2,377 | ||
Accounts receivable, trade | (874,365) | |||
Advance payments and prepaid expense | (540,286) | |||
Inventories | (8,809) | |||
Prepaid and security deposits | (6,116) | |||
Accrued expenses and other payables | 141,205 | |||
Income tax payables | 527,283 | |||
Other current liabilities | 13,112 | |||
Net cash provided by operating activities | (189) | 568,826 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Stock issuance | 323,675 | |||
Proceeds from due to related party | 189 | 145,323 | ||
Repayment of due to related party | (145,512) | |||
Net cash provided by financing activities | 189 | 323,486 | ||
Net effect of exchange rate changes on cash | 82,294 | |||
Net Change in Cash and Cash Equivalents | 974,606 | |||
Cash and cash equivalents - beginning of period | ||||
Cash and cash equivalents - end of period | 974,606 | |||
NON-CASH TRANSACTIONS | ||||
Founder's shares | 2,000 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Interest paid | ||||
Income taxes paid | $ 207,773 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION World Scan Project, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on October 25, 2019. On October 25, 2019, Ryohei Uetaki, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company, in exchange for 10,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Series A Preferred stock, par value $0.0001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act. The value of the stock provided to Mr. Uetaki, based on the par value of $.0001 per share of common stock and Series A Preferred Stock, is valued at $2,000. On October 25, 2019, Ryohei Uetaki was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On November 18, 2019, Yasumasa Ichikawa was appointed as Chief Technology Officer. On January 25, 2020, the Company entered into and consummated a Share Contribution Agreement with Ryohei Uetaki. Pursuant to this agreement Mr. Uetaki gifted to the Company, at no cost, 300 shares of common stock of World Scan Project Corporation, a Japan corporation (“WSP Japan”), which represented all of its issued and outstanding shares. The Company has since gained a 100% interest in the issued and outstanding shares of WSP Japan’s common stock and WSP Japan is now a wholly owned subsidiary of the Company. The Company and WSP Japan were under common control at the time of the acquisition. WSP Japan was incorporated under the laws of Japan on January 22, 2020. Currently, WSP Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on developing and manufacturing of autonomous aerial vehicles including drones. On February 19, 2020, Ryohei Uetaki gifted 7,000,000 shares of our Common Stock and 10,000,000 shares of our Series A Preferred Stock, which represented all of our issued and outstanding shares of Preferred Stock at the time, to SKYPR LLC, a Delaware Limited Liability Company (referred to herein as “SKYPR LLC”). Our CEO Ryohei Uetaki owns and controls 100% of the membership interests in SKYPR LLC. In September, 2020, the Company entered into subscription agreements with 41 shareholders. Pursuant to these agreements, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 0.50 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST. We operate through our wholly owned subsidiary, World Scan Project Corporation, a Japanese Company. We are a start-up stage company currently focused on developing, designing and selling small sized drones which may be used for a variety of purposes. Our principal executive offices are located at 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo, 162-0051, Japan. The Company has elected October 31th as its year end. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidations The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Related party transaction A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of October 31, 2020 or 2019. Accounts Receivable and Credit Policies Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return. Advance payments and prepaid expenses Advance payments and prepaid expenses are cash paid amounts that represent costs incurred from which a service or benefit is expected to be derived in the future. Inventory Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. As of October 31, 2020, the Company retained inventory valued at $8,809, which consisted of drone parts. For the year ended October 31, 2020, 100% of the inventories of were purchased from supplier A and B. Security deposits Security deposits are cash paid amounts for the rental office which are expected to be returned at the expiration of the rental agreement. Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: October 31, 2020 Current JPY: US$1 exchange rate 104.64 Average JPY: US$1 exchange rate 107.58 Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. Revenue recognition The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for products is recognized when the product are delivered to the customer and the customer complete the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of October 31, 2020, the Company had deferred revenues of $0. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share As of October 31, 2020, 10,000,000 shares of Series A Preferred Stock were issued and outstanding. (a) Each share of Series A Preferred Stock shall have no voting rights; (b) Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof into an equal amount of shares of any other class or series of the Company’s stock on a one to one basis. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. As of October 31, 2020 and October 31, 2019, the Company had no financial instruments. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards. ASU 2019-12 removes certain exceptions from Topic 740, Income Taxes, including (i) the exception to the incremental approach for intra period tax allocation; (ii) the exception to accounting for basis differences when there are ownership changes in foreign investments; and (iii) the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also simplifies GAAP in several other areas of Topic 740 such as (i) franchise taxes and other taxes partially based on income; (ii) transactions with a government that result in a step up in the tax basis of goodwill; (iii) separate financial statements of entities not subject to tax; and (iv) enacted changes in tax laws in interim periods. ASU 2019-12 is effective for public entities for annual reporting periods and interim periods within those years beginning after December 15, 2020, and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12 on its consolidated financial statements. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Oct. 31, 2020 | |
Going Concern | |
Going Concern | NOTE 3 - GOING CONCERN The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has established a source of revenue to cover its operating costs but it has depended primarily upon one customer and the sale of one type of product to this primary customer. If our relationship with this primary customer is terminated, we will struggle to continue with our current business plan. In that case, we may be forced to alter, cease, or suspend our business operations entirely in a worst case scenario. Currently, the Company is developing new products and these will be sold to new customers. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Note 4 - Advance Payments and P
Note 4 - Advance Payments and Prepaid Expenses | 12 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Advance Payments and Prepaid Expenses | NOTE 4 – ADVANCE PAYMENTS AND PREPAID EXPENSES Advance payments and prepaid expenses are comprised of payments for undelivered products and services. As of October 31, 2020 and October 31, 2019, the Company had advance payments of $540,286 and $0 respectively. Details of the advance payments as of October 31, 2020 and October 31, 2019 are as follows: October 31, 2020 October 31, 2019 Purchase of products from G-Force Inc. $ 402,408 $ - Purchase of parts from Jumper Technology 73,736 - Purchase of parts from Radio Master 30,297 - Other 33,845 - Totals $ 540,286 $ - |
Note 5 - Deferred Revenue
Note 5 - Deferred Revenue | 12 Months Ended |
Oct. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue | NOTE 5 – DEFERRED REVENUES Deferred revenues are comprised of collections for undelivered products. As of October 31, 2020 and October 31, 2019, the Company had deferred revenues of $0 respectively. |
Note 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Oct. 31, 2020 | |
Schedule of Investments [Abstract] | |
Income Taxes | NOTE 6 - INCOME TAXES For the year ended October 31, 2020, the Company incurred income tax expenses in the amount of $714,936 on Japanese income. The effective tax rate was 35.24% for the year ended October 31, 2020. As of October 31, 2020 and 2019, the Company had income tax payables of $527,283 and $0 respectively. Income tax payments of $187,653 and $0 were made during the years ended October 31, 2020 and 2019, respectively. Income tax liabilities were $527,283 and $0 as of October 31, 2020 and 2019, respectively. Japan The Company conducts its major business operations in Japan and is subject to taxation in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by local tax authorities. The Company is subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows: Company’s assessable profit For the year ended October 31, Up to JPY 4 million Up to JPY 8 million Over JPY 8 million 2020 21.59% 23.40% 34.11% The Company had limited deferred tax assets as of October 31, 2020 and 2019. |
Note 7 - Shareholder Equity
Note 7 - Shareholder Equity | 12 Months Ended |
Oct. 31, 2020 | |
Equity [Abstract] | |
Shareholder Equity | NOTE 7 - SHAREHOLDER EQUITY Preferred Stock The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. The authorized Series A Preferred Stock of the Company consists of 100,000,000. There were 10,000,000 shares of Series A Preferred Stock issued and outstanding as of October 31, 2020. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock are as follows: (a) Each share of Series A Preferred Stock shall have no voting rights; (b) Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof into an equal amount of shares of any other class or series of the Company’s stock on a one to one basis. Common Stock The authorized common stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 10,647,350 shares and 10,000,000 shares of common stock issued and outstanding as of October 31, 2020 and 2019. On October 25, 2019, 10,000,000 shares of common stock and 10,000,000 shares of Series A Preferred Stock were issued to Ryohei Uetaki. In September, 2020, the Company entered into subscription agreements with 41 shareholders. Pursuant to these agreements, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration. At the time of purchase the price paid per share by each shareholder was the equivalent of about 0.50 USD. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on August 28, 2020 at 4pm EST. Additional paid-in capital During the year ended October 31, 2020, the Company had imputed interest of $2,377. In September, 2020, the Company issued 647,350 shares of common stock in total to these shareholders and received $323,675 as aggregate consideration and $323,610 was recorded as the additional paid-in capital. |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 12 Months Ended |
Oct. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 - RELATED-PARTY TRANSACTIONS Equity On October 25, 2019, 10,000,000 shares of common stock and 10,000,000 shares of Series A Preferred Stock were issued to Ryohei Uetaki. These shares are considered to be founder shares and were issued for services rendered to the Company. Ryohei Uetaki is our CEO and director. Additional paid-in capital During the year ended October 31, 2020, the Company had imputed interest of $2,377. Due to related party For the year ended October 31, 2020, the Company borrowed $145,3221 from Ryohei Uetaki, our CEO. For the year ended October 31, 2020, the Company repaid $145,511 to Ryohei Uetaki, our CEO. The total due as of October 31, 2020 and October 31, 2019 were $0 and $189, and were unsecured, due on demand and non-interest bearing. |
Note 9 - Concentrations
Note 9 - Concentrations | 12 Months Ended |
Oct. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 9 - CONCENTRATIONS Concentration of Cash As of October 31, 2020, the Company deposited in one bank account which accounts for 83.8% of its total cash. Concentration of Revenues For the year ended October 31, 2020, the Company sold products to one customer which accounts for 98.6% of its total revenue. Concentration of Products For the year ended October 31, 2020, the Company sold one product which accounts for 98.6% of the Company’s total revenue. Concentration of Purchase For the year ended October 31, 2020, the Company purchased products from two major customers, each accounting for 88.4% and 11.6% of its total purchases, respectively. |
Note 10 - VAT Tax Credit
Note 10 - VAT Tax Credit | 12 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
VAT Tax Credit | NOTE 10 – VAT TAX CREDIT For the year ended October 31, 2020, VAT taxes collected on sales transactions were exempted from payment under the Japanese consumption tax rules, resulting in a gain on VAT tax credits in the amount of $245,529. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Oct. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 - SUBSEQUENT EVENTS From November 1, 2020 through February 10, 2021 , the Company delivered twenty thousand (20,000) small sized drones named “SkyFight-X” in consideration of JPY210,000,000 (approximately $2,000,000). The Company has evaluated subsequent events through February 10, 2021, the date on which the consolidated financial statements were available to be issued. |
Note 2. Summary of Significant
Note 2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidations | Principles of Consolidations The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
Related party transaction | Related party transaction A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of October 31, 2020 or 2019. |
Accounts Receivable and Credit Policies | Accounts Receivable and Credit Policies Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. If there is a claim for a defect of product after within four days after arrival of goods, the Company shall accept a goods return. |
Advance payments and prepaid expenses | Advance payments and prepaid expenses Advance payments and prepaid expenses are cash paid amounts that represent costs incurred from which a service or benefit is expected to be derived in the future. |
Inventory | Inventory Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. As of October 31, 2020, the Company retained inventory valued at $8,809, which consisted of drone parts. For the year ended October 31, 2020, 100% of the inventories of were purchased from supplier A and B. |
Security deposits | Security deposits Security deposits are cash paid amounts for the rental office which are expected to be returned at the expiration of the rental agreement. |
Foreign currency translation | Foreign currency translation The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity. Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: October 31, 2020 Current JPY: US$1 exchange rate 104.64 Average JPY: US$1 exchange rate 107.58 |
Comprehensive income or loss | Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. |
Revenue recognition | Revenue recognition The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for products is recognized when the product are delivered to the customer and the customer complete the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of October 31, 2020, the Company had deferred revenues of $0. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share As of October 31, 2020, 10,000,000 shares of Series A Preferred Stock were issued and outstanding. (a) Each share of Series A Preferred Stock shall have no voting rights; (b) Each shareholder of Series A Preferred Stock may convert their shares at the option of the holder thereof into an equal amount of shares of any other class or series of the Company’s stock on a one to one basis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. As of October 31, 2020 and October 31, 2019, the Company had no financial instruments. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards. ASU 2019-12 removes certain exceptions from Topic 740, Income Taxes, including (i) the exception to the incremental approach for intra period tax allocation; (ii) the exception to accounting for basis differences when there are ownership changes in foreign investments; and (iii) the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also simplifies GAAP in several other areas of Topic 740 such as (i) franchise taxes and other taxes partially based on income; (ii) transactions with a government that result in a step up in the tax basis of goodwill; (iii) separate financial statements of entities not subject to tax; and (iv) enacted changes in tax laws in interim periods. ASU 2019-12 is effective for public entities for annual reporting periods and interim periods within those years beginning after December 15, 2020, and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12 on its consolidated financial statements. |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Relatedpartyloanforgiven | |
Foreign currency translation | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: October 31, 2020 Current JPY: US$1 exchange rate 104.64 Average JPY: US$1 exchange rate 107.58 |
Advance Payments (Tables)
Advance Payments (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Balanceshares | |
Advance Payments | Advance payments and prepaid expenses are comprised of payments for undelivered products and services. As of October 31, 2020 and October 31, 2019, the Company had advance payments of $540,286 and $0 respectively. Details of the advance payments as of October 31, 2020 and October 31, 2019 are as follows: October 31, 2020 October 31, 2019 Purchase of products from G-Force Inc. $ 402,408 $ - Purchase of parts from Jumper Technology 73,736 - Purchase of parts from Radio Master 30,297 - Other 33,845 - Totals $ 540,286 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Income Taxes Tables Abstract | |
Income Taxes | Japan The Company conducts its major business operations in Japan and is subject to taxation in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by local tax authorities. The Company is subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows: Company’s assessable profit For the year ended October 31, Up to JPY 4 million Up to JPY 8 million Over JPY 8 million 2020 21.59% 23.40% 34.11% The Company had limited deferred tax assets as of October 31, 2020 and 2019. |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Loan Forgiven | ||
Deferred Revenue | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Inventory Details Abstract | ||
Inventories (All of which were purchased from supplier A and B) | $ 8,809 |
Advance Payments (Details)
Advance Payments (Details) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Balance | ||
Advance payments and prepaid expenses | $ 540,286 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 |
Common stock receivable | |||
Income tax expense | $ 714,936 | ||
Income tax payables | $ 527,283 |
Proceeds from the Sale of Commo
Proceeds from the Sale of Common Stock (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2020 |
Proceeds From Sale Of Common Stock | ||
Proceeds from the sale of 647,350 shares of common stock | $ 323,675 |
Imputed Interest (Details)
Imputed Interest (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2020 | Dec. 31, 2020 |
Common stock issued for cash (shares) | |||
Imputed Interest | $ 2,377 | $ 2,377 |
Due to related party (Details)
Due to related party (Details) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Due To Related Party | ||
Due to related party | $ 189 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended |
Oct. 31, 2020 | |
Contributions of Capital to the Company by Luxxo Holdings Berhard | |
Percent of total products sold to one customer | 98.60% |
One product type sold making up this percentage of total revenue | 98.60% |
Percent of purchases of products from two total sellers | 100.00% |
VAT Tax Credit (Details)
VAT Tax Credit (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2020 |
Vat Tax Credit | ||
VAX Tax Credit | $ 245,529 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Feb. 10, 2021USD ($) | |
Subsequent Events Details Abstract | |
Revenue received from sale of drones (approximately) | $ 2,000,000 |