Cover
Cover - shares | 6 Months Ended | |
Feb. 28, 2021 | Mar. 25, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 28, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 000-56220 | |
Entity Registrant Name | Sandy Springs Holdings, Inc. | |
Entity Central Index Key | 0001829311 | |
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 | true | |
Entity Common Stock, Shares Outstanding | 480,202,774 | |
Entity State Code | DE |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Feb. 28, 2021 | Aug. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,871 | $ 1,930 |
Current assets | 2,871 | 1,930 |
Total assets | 2,871 | 1,930 |
Current liabilities: | ||
Accrued interest-related party | 9,843 | 1,558 |
Loans payable-related party | 74,447 | 50,447 |
Total current liabilities | 84,290 | 52,005 |
Total liabilities | 84,290 | 52,005 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 480,202,774 issued and outstanding as of February 28, 2021 and August 31, 2020, respectively | 48,020 | 48,020 |
Additional paid-in capital | 209,000 | 209,000 |
Retained earnings deficit | (338,439) | (307,095) |
Total stockholders' equity | (81,419) | (50,075) |
Total liabilities and equity | $ 2,871 | $ 1,930 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2021 | Aug. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 480,202,774 | 480,202,774 |
Common stock, shares outstanding | 480,202,774 | 480,202,774 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Feb. 28, 2021 | Feb. 28, 2021 | |
Operating expenses: | ||
General and administrative | $ 5,349 | $ 22,559 |
Related party compensation | 500 | 500 |
Total operating expenses | 5,849 | 23,059 |
Income (loss) from operations | (5,849) | (23,059) |
Other income (expense) | ||
Interest expense | (4,519) | (8,286) |
Other income (expense), net | (4,519) | (8,286) |
Income loss from operations | (10,368) | (31,345) |
Income taxes | 0 | 0 |
Net loss | $ (10,368) | $ (31,345) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: Basic and diluted | 480,202,774 | 480,202,774 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) | 6 Months Ended |
Feb. 28, 2021USD ($) | |
Cash flows from operating activities | |
Net loss | $ (31,345) |
Change in balance sheet accounts | |
Accrued interest | 8,286 |
Net cash provided by (used in) operating activities | (23,059) |
Cash flows from financing activities: | |
Related party loans | 24,000 |
Net cash provided by (used in) financing activities | 24,000 |
Net increase (decrease) in cash and cash equivalents | 941 |
Cash and cash equivalents at beginning of period | 1,930 |
Cash and cash equivalents at end of period | 2,871 |
Supplemental disclosure of cash flow information: | |
Cash paid for interest | 0 |
Cash paid for income taxes | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Aug. 31, 2020 | 480,202,774 | |||
Beginning balance, value at Aug. 31, 2020 | $ 48,020 | $ 209,000 | $ (307,095) | $ (50,075) |
Net income (loss) | (20,976) | (20,976) | ||
Ending balance, shares at Nov. 30, 2020 | 480,202,774 | |||
Ending balance, value at Nov. 30, 2020 | $ 48,020 | 209,000 | (328,071) | (71,051) |
Beginning balance, shares at Aug. 31, 2020 | 480,202,774 | |||
Beginning balance, value at Aug. 31, 2020 | $ 48,020 | 209,000 | (307,095) | (50,075) |
Net income (loss) | (31,345) | |||
Ending balance, shares at Feb. 28, 2021 | 480,202,774 | |||
Ending balance, value at Feb. 28, 2021 | $ 48,020 | 209,000 | (338,439) | (81,419) |
Beginning balance, shares at Nov. 30, 2020 | 480,202,774 | |||
Beginning balance, value at Nov. 30, 2020 | $ 48,020 | 209,000 | (328,071) | (71,051) |
Net income (loss) | (10,368) | (10,368) | ||
Ending balance, shares at Feb. 28, 2021 | 480,202,774 | |||
Ending balance, value at Feb. 28, 2021 | $ 48,020 | $ 209,000 | $ (338,439) | $ (81,419) |
1. Organization and Description
1. Organization and Description of Business | 6 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Sandy Springs Holdings, Inc. (“SSH” or the “Company”) is a newly formed Delaware Corporation that commenced operations on July 16, 2020. The Company was formed as part of a Delaware reorganization that occurred as follows: RESS of Delaware and Sandy Springs Holdings Inc. were incorporated in Delaware on November 20, 2019 With a 4/20/2020 effective date, Renewable Energy Solution Systems, Inc. ("RESS") a Nevada public company with a 12/31 year-end filed Articles of Merger with a Delaware Corp. called RESS Merger Corporation ("RESSMC") with RESSMC remaining as the surviving Delaware entity. Effective July 15, 2020, the three entities entered into an Agreement and Plan of Merger and Reorganization “Merger”) into a Delaware Holding Company structure. As a result of the Merger, Sandy Springs became a new public company with 470,202,774 shares outstanding, RESSMC merges with RESS Delaware with RESS Delaware as the survivor, and the liabilities of RESS are transferred to RESS of Delaware which becomes a wholly-owned subsidiary of Sandy Springs. Effective July 15, 2020, as part of a divestiture agreement, Sterling Acquisition I, Inc. ( "Sterling" which is a related party) acquired RESS of Delaware and assumed all of its liabilities except a Promissory Note for $50,447. Sandy Springs agreed that as an inducement to enter into the divestiture agreement, Sterling shall have the right to purchase and shall purchase (i) Ten Million (10,000,000) common shares at an aggregate price of Ten Dollars ($10); and (ii). Ten Million (10,000,000) Class A Warrants at an aggregate price of Ten Dollars ($10), and (iii). Ten Million (10,000,000) Class B Warrants at an aggregate price of Ten Dollars ($10). All of the entities described above are related companies controlled by Erik Nelson. The Company’s year-end is August 31. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Going Concern The accompanying 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-month period following the date of these financial statements. The Company has incurred operating losses since inception. As of February 28, 2021, the Company had a working capital deficit of $81,419 and negative shareholders’ equity of $81,419. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, 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. The Company is currently being funded by Erik Nelson through loans from Coral Investment Partners which he controls. The Company will be required to continue to require funding until its operations become profitable. Use of Estimates The preparation of 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 financial statements. 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 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. Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended August 31, 2020, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On February 28, 2021 the Company’s cash equivalents totaled $2,871. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We adopted ASC 842 on July 16, 2020. The adoption of this guidance did not any impact on our financial statements. |
3. Stockholders' Equity
3. Stockholders' Equity | 6 Months Ended |
Feb. 28, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 3 – STOCKHOLDERS’ EQUITY Stockholders’ Equity The Company has authorized 500,000,000 shares of Common Stock with a par value of $0.001. As of February 28, 2021 and August 31, 2020 there were 480,202,774 shares were outstanding. Warrants As of February 28, 2021, the Company had 10,000,000 Class A Warrants and 10,000,000 Class B warrants outstanding. Both sets of warrants are cashless exercise and are exercisable until August 5, 2024. The Class A Warrants have an exercise price of $0.001, and the Class B Warrants have an exercise price of $0.002. |
4. Commitments and Contingencie
4. Commitments and Contingencies | 6 Months Ended |
Feb. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 – COMMITMENTS AND CONTINGENCIES The Company did not have any contractual commitments of February 28, 2021 and August 31, 2020. |
5. Notes Payable - Related Part
5. Notes Payable - Related Party | 6 Months Ended |
Feb. 28, 2021 | |
Related Party Transactions [Abstract] | |
Notes Payable - Related Party | NOTE 5 – NOTES PAYABLE-RELATED PARTY As of February 28, 2021 and August 31, 2020, the Company has a demand promissory note carrying an interest rate of 24% due to Coral Investment Partners. The principal balance and interest due, respectively as of February 28, 2021 and August 31, 2020, was $74,447 and $9,843, and $50,447 and $1,558, respectively. Both the Company and Coral Investment Partners are controlled by Erik Nelson. |
6. Subsequent Events
6. Subsequent Events | 6 Months Ended |
Feb. 28, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP |
Managements Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. |
Going Concern | Going Concern The accompanying 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-month period following the date of these financial statements. The Company has incurred operating losses since inception. As of February 28, 2021, the Company had a working capital deficit of $81,419 and negative shareholders’ equity of $81,419. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, 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. The Company is currently being funded by Erik Nelson through loans from Coral Investment Partners which he controls. The Company will be required to continue to require funding until its operations become profitable. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements. 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 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. |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended August 31, 2020, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On February 28, 2021 the Company’s cash equivalents totaled $2,871. |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, We adopted ASC 842 on July 16, 2020. The adoption of this guidance did not any impact on our financial statements. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2020 |
Accounting Policies [Abstract] | |||
Working capital | $ (81,419) | ||
Shareholders equity | (81,419) | $ (71,051) | $ (50,075) |
Cash and cash equivalents | $ 2,871 | $ 1,930 |
3. Stockholders' Equity (Detail
3. Stockholders' Equity (Details Narrative) | 6 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Class A Warrants [Member] | |
Warrants outstanding | shares | 10,000,000 |
Warrants exercisable date | Aug. 5, 2024 |
Warrant exercise price | $ / shares | $ 0.001 |
Class B Warrants [Member] | |
Warrants outstanding | shares | 10,000,000 |
Warrants exercisable date | Aug. 5, 2024 |
Warrant exercise price | $ / shares | $ 0.002 |
4. Commitments and Contingenc_2
4. Commitments and Contingencies (Details Narrative) | Feb. 28, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Contract commitments | $ 0 |
5. Notes Payable - Related Pa_2
5. Notes Payable - Related Party (Details Narrative) - USD ($) | Feb. 28, 2021 | Aug. 31, 2020 |
Related Party Transactions [Abstract] | ||
Debt interest rate | 24.00% | |
Note payable - related party | $ 74,447 | $ 50,447 |
Interest payable - related party | $ 9,843 | $ 1,558 |