Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | 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 | 000-56221 | |
Entity Registrant Name | ZENTRUM HOLDINGS, Inc. | |
Entity Central Index Key | 0001818152 | |
Entity Tax Identification Number | 32-0620813 | |
Entity Incorporation, State or Country Code | DE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 193 | |
Contact Personnel Email Address | Our AI camera service uses AI facial recognition to distinguish between and identify human faces. We initially plan to release this service to institutions with the purpose of preventing the wandering of individuals suffering from dementia. In Japan, approximately 8.5 million people suffer from mild cognitive impairment (MCI), and incidents continue to occur in which such individuals wander away from care facilities and die or go missing. | |
Auditor Firm ID | 2738 | |
Auditor Name | M&K CPAS, PLLC | |
Auditor Location | Houston, TX |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 2,384 | $ 46,060 |
Advance payments | 25,252 | |
TOTAL CURRENT ASSETS | 2,384 | 71,312 |
TOTAL ASSETS | 2,384 | 71,312 |
CURRENT LIABILITIES: | ||
Accrued expenses | 12,189 | 10,435 |
Due to related party | 564,798 | 479,013 |
TOTAL CURRENT LIABILITIES | 576,987 | 489,448 |
TOTAL LIABILITIES | 576,987 | 489,448 |
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of December 31, 2022 and December 31, 2021) | ||
Common stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021) | 2,000 | 2,000 |
Additional paid in capital | 77,427 | 38,131 |
Accumulated deficit | (737,009) | (483,821) |
Accumulated other comprehensive (loss) | 82,979 | 25,554 |
TOTAL STOCKHOLDERS’ DEFICIT | (574,603) | (418,136) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 2,384 | $ 71,312 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 31, 2022 $ / shares shares |
Statement of Financial Position [Abstract] | |
preferred par value | $ / shares | $ 0.0001 |
preferred authorized | 20,000,000 |
preferred issued | 0 |
common par value | $ / shares | $ 0.0001 |
common authorized | 500,000,000 |
common issued | 20,000,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 13,262 | |
Cost of revenues | 2,502 | |
Gross profit | 10,760 | |
OPERATING EXPENSES | ||
General and Administrative Expenses | 213,360 | 217,836 |
TOTAL OPERATING EXPENSES | 213,360 | 217,836 |
OTHER INCOME | 1,545 | |
INTEREST EXPENSE | (39,296) | (31,450) |
TOTAL OTHER INCOME (EXPENSES) | (39,296) | (29,905) |
NET LOSS BEFORE TAXES | (252,656) | (236,981) |
INCOME TAX EXPENSES | 532 | 637 |
NET LOSS | (253,188) | (237,618) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustment | 57,425 | 33,934 |
TOTAL COMPREHENSIVE LOSS | $ (195,763) | $ (203,684) |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 20,000,000 | 20,000,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholder's Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Comprehensive Income [Member] | Retained Earnings [Member] | Total |
Common shares issued and outstanding | 20,000,000 | ||||
Balance, value | $ 2,000 | $ 6,229 | $ (8,380) | $ (246,203) | $ (246,354) |
Beginning balance, value at Dec. 31, 2020 | 2,000 | 6,229 | (8,380) | (246,203) | (246,354) |
Net loss | (237,618) | (237,618) | |||
Imputed interest | 31,902 | 31,902 | |||
Foreign currency translation | 33,934 | $ 33,934 | |||
Common shares issued and outstanding | 20,000,000 | ||||
Balance, value | 2,000 | 38,131 | 25,554 | (483,821) | $ (418,136) |
Beginning balance, value at Dec. 31, 2021 | 2,000 | 38,131 | 25,554 | (483,821) | (418,136) |
Net loss | (253,188) | (253,188) | |||
Imputed interest | 39,296 | 39,296 | |||
Foreign currency translation | 57,425 | $ 57,425 | |||
Common shares issued and outstanding | 20,000,000 | ||||
Balance, value | $ 2,000 | $ 77,427 | $ 82,979 | $ (737,009) | $ (574,603) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (253,188) | $ (237,618) |
Adjustments to reconcile net loss to net cash: | ||
Imputed interest | 39,296 | 31,450 |
Changes in operating assets and liabilities: | ||
Advance payments | 22,067 | (3,609) |
Inventories | 2,503 | |
Accounts payables | 824 | |
Accrued expenses | 2,345 | (3,069) |
Deferred revenue | (10,009) | |
Net cash used in operating activities | (188,656) | (220,352) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash provided by investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from due to related party | 150,808 | 182,580 |
Net cash provided by financing activities | 150,808 | 182,580 |
Net effect of exchange rate changes on cash | (5,828) | (7,508) |
Net Change in Cash and Cash equivalents | (43,676) | (45,280) |
Cash and cash equivalents - beginning of period | 46,060 | 91,340 |
Cash and cash equivalents - end of period | $ 2,384 | $ 46,060 |
NON-CASH TRANSACTIONS | ||
Founder’s shares | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | ||
Income taxes paid |
NOTE 1 - ORGANIZATION, DESCRIPT
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS OFF Line International, Inc., a Delaware corporation (“the Company”) was incorporated under the laws of the State of Delaware on November 22, 2019 with the name OFF Line International, Inc. On November 22, 2019, Mr. Koichi Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On December 30, 2019, the Company entered into and consummated a Share Contribution Agreement (the “Share Contribution Agreement”) with Koichi Ishizuka. Pursuant to this agreement Mr. Ishizuka gifted to the Company, at no cost, 100 shares of common stock of OFF Line Japan Co., Ltd., a Japan corporation (“OFF Line Japan”), which represented all of its issued and outstanding shares. On January 15 th OFF Line Japan was incorporated under the laws of Japan on June 13, 2018. Currently, OFF Line Japan is headquartered in Tokyo, Japan. The Company’s primary business is focused on telecommunication service. On June 16, 2021, the Company’s Board of Directors approved to change the name of the Company from “OFF Line International, Inc.” to “Zentrum Holdings, Inc.” Our principal executive offices are located at 4-30-4F, Yotsuya, Shinjuku-ku, Tokyo, 160-0004, Japan. The Company has elected December 31st as its fiscal year end. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated. USE OF ESTIMATES The presentation 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 disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of December 31, 2020 and for the year then ended. Operating results in the future could vary from the amounts derived from management's estimates and assumptions. RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). 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 EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021. INVENTORY Inventory are primarily accounted for using the moving average method, and are valued at the lower of cost or net realizable 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. ADVANCE PAYMENTS The Company capitalizes certain costs related to obtaining or developing computer software for internal use. Payments incurred during the application development stage internally or externally are capitalized as advance payment. 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 (“USD$”) and the accompanying consolidated financial statements have been expressed in USD$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not USD$ are translated into USD$, 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 USD$1 has been made at the following exchange rates: December 31, 2022 December 31, 2021 Current JPY: USD$1 exchange rate 132.70 115.02 Average JPY: USD$1 exchange rate 131.62 109.90 - F7 - Table of Contents 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 AND DEFERRED REVENUE The Company recognize its revenue in accordance to ASC 606 - Revenue from contracts with Customers. To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (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 is recognized when control of the promised goods or service is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. We recognized the revenue at the time goods are shipped. For the year ended December 31, 2022 and 2021, we generated revenues in the amount of $ 0 13,262 NET LOSS PER COMMON SHARE Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2022 and 2021. INCOME TAX The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. 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, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: - 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 December 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. As of December 31, 2022, the Company had no financial instruments. RECENT ACCOUNTING PRONOUNCEMENTS There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed consolidated financial statements. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Note 3 - Going Concern | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the early stage of operations and has reoccurring net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 4 - RELATED-PARTY TRANSACT
NOTE 4 - RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Note 4 - Related-party Transactions | |
NOTE 4 - RELATED-PARTY TRANSACTIONS | NOTE 4 - RELATED-PARTY TRANSACTIONS For the year ended December 31, 2022 and 2021, the Company borrowed $ 150,808 182,580 564,798 479,013 For the period ended December 31, 2022 and 2021, the Company had imputed interest of $39,296 and $31,902. For the year ended December 31, 2022 and 2021, the Company rented office space and storage space from the Company’s officer free of charge. |
NOTE 5 - SHAREHOLDER EQUITY
NOTE 5 - SHAREHOLDER EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
NOTE 5 - SHAREHOLDER EQUITY | NOTE 5 - SHAREHOLDER EQUITY Preferred Stock The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares during December 31, 2022 and 2021. Common Stock The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding as of December 31, 2022 and 2021. The Company did not have any potentially dilutive instruments as of December 31, 2022 and, thus, anti-dilution issues are not applicable. On November 22, 2020, 20,000,000 shares of common stock were issued to Koichi Ishizuka. Pertinent Rights and Privileges Holders of sh ares of common stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock. Additional paid-in capital For the period ended December 31, 2022, the Company had imputed interest of $ 39,296 For the period ended December 31, 2021, the Company had imputed interest of $ 31,902 |
NOTE 6 - INCOME TAXES
NOTE 6 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
NOTE 6 - INCOME TAXES | NOTE 6 - INCOME TAXES The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Compa ny files tax returns that are subject to examination by the local tax authority. National income tax in Japan is charged at 15% of a company’s assessable profit. The Company’s subsidiary, OFF Line Japan, was incorporated in Japan and is subject to Japanese national income tax and city income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises. OFF Line Japan’s operation during the year ended December 31, 2022 has resulted in a net taxable loss, as such OFF Line Japan was not subject to income tax for the year ended December 31, 2022. The effective income tax rate of OFF Line Japan is 0%. Zentrum Holdings, Inc., which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the year ended December 31, 2022 and 2021, respectively, Zentrum Holdings, Inc., as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability. In future periods, tax benefits and related deferred tax assets December 31, 2022 2021 Deferred tax asset, generated from net operating loss at statutory rates $ 154,772 $ 101,603 Valuation allowance (154,772) (101,603) $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate 0.0 % |
NOTE 7 - ACCRUED EXPENSES
NOTE 7 - ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
NOTE 7 - ACCRUED EXPENSES | NOTE 7 - ACCRUED EXPENSES Accrued expenses totaled $ 12,189 10,435 |
NOTE 8 - SUBSEQUENT EVENTS
NOTE 8 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
NOTE 8 - SUBSEQUENT EVENTS | NOTE 8 - SUBSEQUENT EVENTS None. |
NOTE 2 - SIGNIFICANT ACCOUNTI_2
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated. |
USE OF ESTIMATES | USE OF ESTIMATES The presentation 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 disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates and assumptions made by management include going concern, allowance for doubtful accounts, valuation allowance on deferred income tax, inventory obsolescence and sales allowance. Since early 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) has significantly affected economy in Japan, where the Company mainly operates its business. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of December 31, 2020 and for the year then ended. Operating results in the future could vary from the amounts derived from management's estimates and assumptions. |
RELATED PARTY TRANSACTION | RELATED PARTY TRANSACTION The Company accounts for related party transactions in accordance with ASC 850 ("Related Party Disclosures"). 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 EQUIVALENTS | CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021. |
INVENTORY | INVENTORY Inventory are primarily accounted for using the moving average method, and are valued at the lower of cost or net realizable 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. |
ADVANCE PAYMENTS | ADVANCE PAYMENTS The Company capitalizes certain costs related to obtaining or developing computer software for internal use. Payments incurred during the application development stage internally or externally are capitalized as advance payment. |
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 (“USD$”) and the accompanying consolidated financial statements have been expressed in USD$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not USD$ are translated into USD$, 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 USD$1 has been made at the following exchange rates: December 31, 2022 December 31, 2021 Current JPY: USD$1 exchange rate 132.70 115.02 Average JPY: USD$1 exchange rate 131.62 109.90 - F7 - Table of Contents |
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 AND DEFERRED REVENUE | REVENUE RECOGNITION AND DEFERRED REVENUE The Company recognize its revenue in accordance to ASC 606 - Revenue from contracts with Customers. To determine revenue recognition for agreements within the scope of ASC 606, the Company performs the following five steps: (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 is recognized when control of the promised goods or service is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. We recognized the revenue at the time goods are shipped. For the year ended December 31, 2022 and 2021, we generated revenues in the amount of $ 0 13,262 |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2022 and 2021. |
INCOME TAX | INCOME TAX The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. |
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, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: - 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 December 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. As of December 31, 2022, the Company had no financial instruments. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our condensed consolidated financial statements. |
NOTE 6 - INCOME TAXES (Tables)
NOTE 6 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
tax benefits and related deferred tax assets | In future periods, tax benefits and related deferred tax assets December 31, 2022 2021 Deferred tax asset, generated from net operating loss at statutory rates $ 154,772 $ 101,603 Valuation allowance (154,772) (101,603) $ - $ - |
reconciliation of the effective income tax rate to the federal statutory rate | The reconciliation of the effective income tax rate to the federal statutory rate Federal income tax rate 21.0 % Increase in valuation allowance (21.0 %) Effective income tax rate 0.0 % |
NOTE 2 - SIGNIFICANT ACCOUNTI_3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Revenues, period | $ 0 | $ 13,262 |
NOTE 4 - RELATED-PARTY TRANSA_2
NOTE 4 - RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Note 4 - Related-party Transactions | ||
Amount borrowed from OFF Line Co., Ltd. | $ 150,808 | $ 182,580 |
Total due to related party, as of | $ 564,798 | $ 479,013 |
NOTE 5 - SHAREHOLDER EQUITY (De
NOTE 5 - SHAREHOLDER EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Imputed interest, period | $ 39,296 | $ 31,902 |
NOTE 7 - ACCRUED EXPENSES (Deta
NOTE 7 - ACCRUED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses, as of | $ 12,189 | $ 10,435 |