Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 15, 2020 | Dec. 31, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Cang Bao Tian Xia International Art Trade Center, Inc. | ||
Entity Central Index Key | 0001006840 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 58,821,437 | ||
Entity Common Stock, Shares Outstanding | 110,319,245 | ||
Entity Shell Company | false | ||
Is Entity Emerging Growth Company? | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Code | NV | ||
Entity File Number | 000-31091 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | ||
Total current assets | ||
TOTAL ASSETS | ||
CURRENT LIABILITIES: | ||
Accounts Payable and Accrued Expenses | 16,000 | 10,650 |
Loan payable - related party | 95,045 | 15,856 |
Total current liabilities | 111,045 | 26,506 |
Commitments and Contingencies | 111,045 | 26,506 |
STOCKHOLDERS' DEFICIT | ||
Series A Preferred Stock, 10,000,000 shares authorized at $0.001 per share: 9,920,000 shares issued and outstanding as of June 30, 2020 and 2019, respectively | 9,920 | 9,920 |
Common stock, par value $0.001 per share; 500,000,000 shares authorized; 35,319,245 shares issued and outstanding as of June 30, 2020 and 2019, respectively | 35,319 | 35,319 |
Additional paid in capital | 20,509,840 | 20,509,840 |
Accumulated deficit | (20,666,124) | (20,581,585) |
Total stockholders' deficit | (111,045) | (26,506) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock share authorized | 10,000,000 | 10,000,000 |
Preferred stock share issued | 9,920,000 | 9,920,000 |
Preferred stock share Outstanding | 9,920,000 | 9,920,000 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock share authorized | 500,000,000 | 500,000,000 |
Common stock share issued | 35,319,245 | 35,319,245 |
Common stock share outstanding | 35,319,245 | 35,319,245 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||
Legal expense | $ 60,500 | $ 25,750 |
Audit and accounting expense | 16,370 | 16,550 |
License and registration fees | 4,651 | 5,181 |
Transfer agent | 3,018 | 1,300 |
Postage and Mailing | 75 | |
Total operating expenses | 84,539 | 48,856 |
NET LOSS | $ (84,539) | $ (48,856) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and diluted | 35,319,245 | 35,319,245 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Series A Preferred Stock | Common Stock [Member] | Capital Deficiency | Accumulated Deficit | Total |
Balance at Jun. 30, 2018 | $ 10,000 | $ 3,319 | $ 20,505,314 | $ (20,532,729) | $ (14,096) |
Balance, shares at Jun. 30, 2018 | 10,000,000 | 3,319,245 | |||
Forgiveness of related party loan | 36,446 | 36,446 | |||
Conversion of preferred stock into common stock, value | $ (80) | $ 32,000 | (31,920) | ||
Conversion of preferred stock into common stock, shares | (80,000) | 32,000,000 | |||
Net loss | (48,856) | $ (48,856) | |||
Balance at Jun. 30, 2019 | $ 9,920 | $ 35,319 | 20,509,840 | (20,581,585) | (26,506) |
Balance, shares at Jun. 30, 2019 | 9,920,000 | 35,319,245 | |||
Forgiveness of related party loan | |||||
Net loss | (84,539) | (84,539) | |||
Balance at Jun. 30, 2020 | $ 9,920 | $ 35,319 | $ 20,509,840 | $ (20,666,124) | $ (111,045) |
Balance, shares at Jun. 30, 2020 | 9,920,000 | 35,319,245 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net Loss | $ (84,539) | $ (48,856) |
Adjustments to reconcile net loss to net cash from operations: | ||
Forgiveness of related party loan | 31,446 | |
Forgiveness of related party notes payable | 5,000 | |
Changes in net assets and liabilities - | ||
Accounts payable | 5,350 | 10,650 |
Net cash used in operating activities | (79,189) | (1,760) |
Cash flows from financing activities | ||
Proceeds from related party | 79,190 | 33,206 |
Repayments on related party notes payable | (5,000) | |
Repayment on related party loan | (31,446) | |
Net cash provided by financing activities | 79,190 | (3,240) |
Net increase in cash, and cash equivalents | 1 | (5,000) |
Effect on changes in foreign exchange rate | (1) | |
Cash, and cash equivalents, beginning of period | 5,000 | |
Cash, and cash equivalents, end of period | ||
Non cash investing and financing activities | ||
Debt forgiveness recorded in additional paid in capital | $ 36,446 |
Organization and basis of accou
Organization and basis of accounting | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and basis of accounting | NOTE 1 ORGANIZATION AND BASIS OF ACCOUNTING Cang Bao Tian Xia International Art Trade Center, Inc., formerly Zhongchai Machinery, Inc., and before that Equicap, Inc., a Nevada corporation (the Company, was a manufacturer and distributor of gears and gearboxes and drive axles that were marketed and sold to equipment manufacturers in China. On July 6, 2007, the Board of Directors of Zhejiang Zhongchai Machinery Co., Ltd. (Zhejiang Zhongchai), the China based and 75% owned subsidiary of the Company, approved and finalized a Share Purchase Agreement (Share Purchase Agreement) with Xinchang Keyi Machinery Co., Ltd., (Keyi) a corporation incorporated in the Peoples Republic of China. Pursuant to the Share Purchase Agreement, Zhejiang Zhongchai purchased all the outstanding equity of Zhejiang Shengte Transmission Co., Ltd. (Shengte) from Keyi, the sole owner of Shengte for approximately $3.7 million On March 7, 2007, the Company and Usunco Automotive, Ltd. (Usunco), a British Virgin Islands company, entered into a Share Exchange Agreement (Exchange Agreement) which was consummated on March 9, 2007. Under the terms of the Exchange Agreement, the Company acquired all of the outstanding equity securities of Usunco in exchange for 18,323,944 shares of the Companys common stock. Since the Company had been a public shell company prior to the share exchange, the share exchange was treated as a recapitalization of the Company. As such, the historical financial information prior to the share exchange was that of Usunco and its subsidiaries. Historical share amounts were restated to reflect the effect of the share exchange. On June 18, 2006, Usunco acquired 100% of IBC Automotive Products Inc (IBC), a California Corporation as of May 14, 2004 (date of inception), through a Share Exchange Agreement of 28% of Usuncos shares. IBC was considered a predecessor business to Usunco as its operations constituted the business activities of Usunco formed to consummate the acquisition of IBC. The consolidated financial statements at that time reflected all predecessor statements of income and cash flow activities from the inception of IBC in May 2004. On June 15, 2009, IBC was sold to certain management persons of IBC in exchange for the following: (i) the cancellation of an aggregate of 555,994 shares of common stock of the Company which those individuals owned, and (ii) the payment of $60,000 in installments pursuant to the terms of an unsecured promissory note, the final payment of which was made on November 15, 2010. As part of the transaction, the Company cancelled $428,261 through the closing date, of inter-company debt which funds had been used in the business of IBC prior to the transaction. On September 22, 2009, Xinchang Xian Lisheng Machinery Co., Ltd. (Lisheng) was incorporated by Zhejiang Zhongchai and two individual investors. Total registered capital of Lisheng was RMB 5 million, of which Zhejiang Zhongchai accounted for 60%. The Company started production of die casting products in 2010 for use in gearboxes, diesel engines and other machinery products. On December 16, 2009, Zhongchai Machinery and its wholly owned subsidiaries, Usunco and Zhongchai Holding (Hong Kong) Limited, a Hong Kong company (Zhongchai Holding), took action to approve transfer of the shares of Zhejiang Zhongchai Machinery Co., from Usunco to Zhongchai Holding. The transfer was completed on December 23, 2009. The purpose of the transfer was to take advantage of the tax treaty between the Peoples Republic of China and the Special Administrative Region of Hong Kong which reduces the withholding tax rate of the PRC on payments to entities outside of China. Usunco, which no longer had any assets after transferring all of them to Zhongchai Holding was subsequently dissolved. The consolidated financial statements continued to account for Zhejiang Zhongchai Machinery Co., in the same manner as before the transfer of the ownership. Shareholder approval by the shareholders of Zhongchai Machinery was not required under Nevada law, as there was no sale of all or substantially all the assets of the Company. The shareholder ownership and shareholder rights of Zhongchai Machinery remained the same as before the transaction. On April 26, 2010, Zhongchai Holding (Hong Kong) Limited (Zhongchai Holding), which owned 75% of the equity in Zhejiang Zhongchai Machinery Co., Ltd. (Zhejiang Zhongchai), executed a Share Purchase Agreement (Share Purchase Agreement) with Xinchang Keyi Machinery Co., Ltd., (Keyi) a corporation incorporated in the Peoples Republic of China. Pursuant to the Share Purchase Agreement, Zhongchai Holding purchased the residual 25% equity of Zhejiang Zhongchai Machinery Co., Ltd. (Zhejiang Zhongchai) from Keyi at $2.6 million. The Share Purchase Agreement was approved by the local government agency and a new business license was issued as Wholly Foreign Owned Enterprise. On July 26, 2011, the Company held a Special Meeting of Shareholders. At the special meeting the Companys shareholders approved an amendment to cease its periodic reporting obligation under the Securities Exchange Act of 1934 and thereby forego many of the expenses associates with operating as a public company subject to SEC reporting obligations. On July 27, 2011, the Company approved a 1 for 120 reverse stock split of its then outstanding shares of the Companys Common Stock. On July 29, 2011, the Company terminated its registration as a reporting issuer with the Securities and Exchange Commission. As a result, it became unclear when and if the Company ceased conducting business operations, as no further information became publicly available. On May 11, 2018, the eighth judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for the Company, then known as Zhongchai Machinery, Inc., proper notice having been given to the officers and directors of Zhongchai Machinery, Inc. There was no opposition. On May 16, 2018, the Company filed a certificate of revival with the State of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director. On June 19, 2018, the Company issued 3,096,200 shares of common stock issued at par value of $0.001, to Custodian Ventures, LLC, for services valued at $3,096.20. On June 19, 2018, the Company issued 10,000,000 shares of Series A Preferred Stock issued at par value of $0.001, to Custodian Ventures, LLC, for services valued at $4,000,000. On July 24, 2018, the Company filed a Form 10 with the Securities and Exchange Commission, to again become a reporting issuer. On December 16, 2018, Custodian Ventures LLC (the Seller), entered into a Stock Purchase Agreement (the Stock Purchase Agreement) pursuant to which the Seller agreed to sell to Xingtao Zhou and Yaqin Fu (together, the Purchaser), the 3,096,200 common shares and the 10,000,000 preferred shares of the Company (together, the Shares) owned by the Seller, for a total purchase price of $375,000. As a result of the sale, and David Lazars resignation as sole officer and director of the Company, there was a change of control of the Company. There is no family relationship or other relationship between the Seller and the Purchaser. On January 08, 2019, the corporate name of the Company was changed to Cang Bao Tian Xia International Art Trade Center, Inc., and shortly thereafter the Companys trading symbol was changed to TXCB. The accompanying condensed financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (GAAP). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Companys product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2020 | |
Going Concern | |
Going Concern | NOTE 2 GOING CONCERN The accompanying condensed financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (ASC 718). ASC 718 addresses all forms of share-based payment (SBP) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Companys financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Fair Value Measurement The Company values its amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Companys principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. The Company uses Level 3 to value its derivative instruments. Earnings (Loss) per Common Share The Company computes basic and diluted income (loss) per share amounts in accordance with ASC 260, Earnings Per Share (ASC 260) The dilutive effect of outstanding convertible preferred stock is reflected in diluted earnings per share by application of the if-converted method. The Company has excluded convertible preferred stock in the computation of diluted earnings per share which were anti-dilutive for the years ended June 30, 2020 and 2019. Recent Accounting Pronouncements In February 2016, the FASB issued accounting standard update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for nonpublic entities using a modified retrospective approach. Early adoption is permitted. The Company is still evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures and has not yet determined the method by which it will adopt the standard. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTION On June 15, 2018, the Company entered into a promissory note payable with David Lazar, the former Chief Executive Officer. The note is unsecured, noninterest bearing and due in 12 months from the date of issuance. On December 13, 2018, the Company forgave $5,000 of the entire amount owed on this promissory note to David Lazar. The amount was recorded as additional paid-in capital due to its related party nature. As of June 30, 2020 and 2019, respectively, $0 remained outstanding. On June 19, 2018, the Company issued 3,096,200 shares of common stock issued at par value of $0.001, for services valued at $3,096 to Custodian Ventures, LLC, the company controlled by David Lazar. On June 19, 2018, the Company issued 10,000,000 shares of the Series A preferred stock to Custodian Ventures LLC, a company controlled by David Lazar, the former Chief Executive Officer, for services valued at $4,000,000. On December 16, 2018, Custodian Ventures LLC (the Seller), entered into a Stock Purchase Agreement (the Stock Purchase Agreement) pursuant to which the Seller agreed to sell to Xingtao Zhou and Yaqin Fu (together, the Purchaser), the 3,096,200 common shares and the 10,000,000 preferred shares of the Company (together, the Shares) owned by the Seller, for a total purchase price of $375,000. As a result of the sale, and David Lazars resignation as sole officer and director of the Company, there was a change of control of the Company. There is no family relationship or other relationship between the Seller and the Purchaser. During the period July 1, 2018 thru December 13, 2018, David Lazar, paid $17,350 of expenses related to accounting, transfer agent, audit and legal fees on behalf of the company. On December 13, 2018, the Company forgave $31,446 of the amount payable to David Lazar. The amount was recorded as additional paid-in capital due to its related party nature. As of June 30, 2020 and 2019, respectively, $0 remained outstanding. During the years ended June 30, 2020 and 2019, Mr. Xingtao Zhou, paid a total of $79,189 and $15,856, respectively in expenses on behalf of the Company, for transfer agent, legal, audit and accounting fees. As of June 30, 2020 and 2019, respectively. The outstanding balances owed to Mr. Zhou are $95,045 and $15,856 respectively. This amount is non-interest bearing and has no specific terms for repayment. During the year ended June 30, 2019, related party debt forgiveness resulted in an increase in additional paid-in capital of $36,446. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 5 STOCKHOLDERS EQUITY Common Stock On June 19, 2018, the Company issued 3,096,200 shares of common stock issued at par value of $0.001, for services valued at $3,096 to Custodian Ventures, LLC, the company controlled by David Lazar. On February 14, 2019, the Company issued 32,000,000 common shares to shareholders pursuant to the conversion of 80,000 shares of Series A Preferred Stock at a conversion price of $0.0000025 per common share. As of June 30, 2020, 35,319,245 common shares are issued and outstanding. During the year ended June 30, 2019, related party debt forgiveness resulted in an increase in additional paid-in capital of $36,446. Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of $.001 par value Series A Preferred shares. Each share of Series A Preferred Stock shall have a par value of $0.001 per share. The Series A Preferred Stock shall vote on any matter that may from time to time be submitted to the Companys shareholders for a vote, on a 1 for one basis. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not be subject to adjustment unless specifically authorized. Each share of Series A Preferred Stock shall be convertible at a rate of $0.0000025 per share of Common Stock (Conversion Ratio), at the option of a Holder, at any time and from time to time, from and after the issuance of the Series A Preferred Stock. Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A Preferred Stock had been converted into Common Stock. Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the payment of any dividends on the any series or classes of stock of the Corporation shall be subject to any priority set forth in Paragraph (I)(c)(3) of Article FIFTH of the Articles of Incorporation, as such may from time to time be amended. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the the Original Issue Price) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original issue price shall be $0.001 per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the each series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. The Series A Preferred Stock shares are nonredeemable other than upon the mutual agreement of the Company and the holder of shares to be redeemed, and even in such case only to the extent permitted by this Certificate of Designation, the Corporations Articles of Incorporation and applicable law. Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price of the Series A Preferred Stock by the Series A Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Series A Conversion Price per share shall be $0.0000025 for shares of Series A Preferred Stock. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Series A Conversion Price in effect for such share immediately upon the earlier of (i) except as provided below in Section 4(c), the Corporations sale of its Common Stock in a public offering pursuant to a registration statement under the Securities Act of 1933, as amended; (ii) a liquidation, dissolution or winding up of the Corporation as defined in section 2(c) above but subject to any liquidation preference required by section 2(a) above; or (iii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Series A Preferred Stock. The holder of each share of Series A Preferred Stock shall have the right to one vote for each share of Series A Preferred Stock, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any stockholders meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights shall be rounded to the nearest whole number (with one-half being rounded upward). On June 19, 2018, the Company issued 10,000,000 shares of the Series A preferred stock to Custodian Ventures LLC, the company controlled by David Lazar, Chief Executive Officer for services valued at $4,000,000. On February 14, 2019, the Company issued 32,000,000 common shares to shareholders pursuant to the conversion of 80,000 shares of Series A Preferred Stock at a conversion price of $0.0000025 per common share. As of June 30, 2020, 9,920,000 preferred shares remain outstanding (convertible into 3,968,000,000 shares of common shares), which are owned by Mr. Xingtao Zhou, CEO of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 INCOME TAXES The Company provides income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Companys opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The cumulative deferred tax asset for the years June 30, 2020 and 2019 were $14,393 and $8,023, respectively, which is calculated by multiplying the estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: For the years ended June 30, 2020 2019 Net loss $ (84,539 ) $ (48,856 ) Temporary difference: Accrued expenses 16,000 10,650 Tax loss for the year (68,539 ) (38,206 ) Estimated effective tax rate 21 % 21 % Deferred tax asset $ (14,393 ) $ (8,023 ) Details of valuation allowance for the last two years are as follows: For the years ended June 30, 2020 2019 Balances, beginning $ 851,633 $ 843,610 Additions 14,393 8,023 Deductions Balances, ending $ 866,026 $ 851,633 Rate Reconciliation: For the years ended June 30, 2020 2019 Federal Income Tax Rate $ (14,393 ) $ (10,260 ) Permanent Difference 2,237 Change in Valuation Allowance 14,393 8,023 Balances $ $ Uncertain Tax Positions Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the financial statements. If recognized, substantially all of the unrecognized tax benefits for the Companys fiscal years ended June 30, 2020 and 2019 would affect the effective income tax rate. There were no unrecognized income tax benefits as of June 30, 2020 and 2019. The Company recognizes the interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company did not recognize any expenses any interest and penalties as of June 30, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 SUBSEQUENT EVENTS On July 27, 2020 (the Closing Date), beneficial shareholders of Zhi Yuan Limited (the Shareholders) entered into a Share Exchange Agreement (the Exchange Agreement) with the Company. Pursuant to the terms of the Exchange Agreement, the Shareholders agreed to sell to the Company, and the Company agreed to purchase, all shares of Zhi Yuan Limited held by the Shareholders, which shares represent 100% of the issued and outstanding shares of Zhi Yuan Limited. In exchange, the Company agreed to issue to the Shareholders an aggregate of 75,000,000 shares of the Companys common stock, representing approximately 67.98% of the Companys total issued and outstanding common stock (the Share Exchange). The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to June 30, 2020 but prior to the date the financial statements were available to be issued, there was no subsequent event that would require disclosure to or adjustment to the financial statements other than the ones disclosed above. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Employee Stock-Based Compensation | Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (ASC 718). ASC 718 addresses all forms of share-based payment (SBP) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Companys financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. |
Fair Value Measurement | Fair Value Measurement The Company values its amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Companys principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. The Company uses Level 3 to value its derivative instruments. |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share The Company computes basic and diluted income (loss) per share amounts in accordance with ASC 260, Earnings Per Share (ASC 260) The dilutive effect of outstanding convertible preferred stock is reflected in diluted earnings per share by application of the if-converted method. The Company has excluded convertible preferred stock in the computation of diluted earnings per share which were anti-dilutive for the years ended June 30, 2020 and 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued accounting standard update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for nonpublic entities using a modified retrospective approach. Early adoption is permitted. The Company is still evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures and has not yet determined the method by which it will adopt the standard. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | The cumulative deferred tax asset for the years June 30, 2020 and 2019 were $14,393 and $8,023, respectively, which is calculated by multiplying the estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: For the years ended June 30, 2020 2019 Net loss $ (84,539 ) $ (48,856 ) Temporary difference: Accrued expenses 16,000 10,650 Tax loss for the year (68,539 ) (38,206 ) Estimated effective tax rate 21 % 21 % Deferred tax asset $ (14,393 ) $ (8,023 ) |
Details of valuation allowance | Details of valuation allowance for the last two years are as follows: For the years ended June 30, 2020 2019 Balances, beginning $ 851,633 $ 843,610 Additions 14,393 8,023 Deductions Balances, ending $ 866,026 $ 851,633 |
Rate reconciliation | Rate Reconciliation: For the years ended June 30, 2020 2019 Federal Income Tax Rate $ (14,393 ) $ (10,260 ) Permanent Difference 2,237 Change in Valuation Allowance 14,393 8,023 Balances $ $ |
Organization and basis of acc_2
Organization and basis of accounting (Details Narrative) | Jun. 19, 2018USD ($)$ / sharesshares | Mar. 07, 2007shares | Jul. 27, 2011 | Nov. 15, 2010USD ($)shares | Jun. 15, 2009shares | Dec. 16, 2018USD ($)shares | Apr. 26, 2010USD ($) | Jul. 06, 2007USD ($) | Jul. 06, 2007CNY (¥) | Jun. 18, 2006 |
Reverse Stock split | 1 for 120 | |||||||||
Custodian Ventures, LLC [Member] | Series A Preferred Stock [Member] | ||||||||||
Stock issued for services, Shares | shares | 10,000,000 | |||||||||
Stock issued for services, Value | $ | $ 4,000,000 | |||||||||
Share Price (Per Share) | $ / shares | $ 0.001 | |||||||||
Custodian Ventures, LLC [Member] | Common Stock [Member] | ||||||||||
Stock issued for services, Shares | shares | 3,096,200 | |||||||||
Stock issued for services, Value | $ | $ 3,096 | |||||||||
Share Price (Per Share) | $ / shares | $ 0.001 | |||||||||
Lisheng [Member] | ||||||||||
Equity Method Investment, Ownership Percentage | 60.00% | 60.00% | ||||||||
Registered Capital | ¥ | ¥ 5,000,000 | |||||||||
Share Exchange Agreement [Member] | Usunco [Member] | ||||||||||
Equity Method Investment, Ownership Percentage | 28.00% | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 18,323,944 | |||||||||
Share Exchange Agreement [Member] | IBC [Member] | ||||||||||
Cancellation of common stock | shares | 428,261 | 555,994 | ||||||||
Payment of unsecured promissory note | $ | $ 60,000 | |||||||||
Share Purchase Agreement [Member] | Zhongchai Holding [Member] | ||||||||||
Equity Method Investment, Ownership Percentage | 75.00% | |||||||||
Equity Method Investment, Ownership Percentage purchased | 25.00% | |||||||||
Equity cost | $ | $ 2,600,000 | |||||||||
Share Purchase Agreement [Member] | Keyi [Member] | ||||||||||
Equity Method Investment, Ownership Percentage | 75.00% | 75.00% | ||||||||
Equity cost | $ | $ 3,700,000 | |||||||||
Stock Purchase Agreement [Member] | Xingtao Zhou and Yaqin Fu [Member] | ||||||||||
Common Stock Purchased, Shares | shares | 3,096,200 | |||||||||
Preferred Stock Purchased, shares | shares | 10,000,000 | |||||||||
Total Purchase Price | $ | $ 375,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 13, 2018 | Jun. 19, 2018 | Jun. 15, 2018 | Dec. 13, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 16, 2018 | Jun. 30, 2018 |
Loan Payable to related party | $ 95,045 | $ 15,856 | $ 14,096 | |||||
Promissory notes payable | $ 5,000 | |||||||
Forgiveness of related party loan | 31,446 | |||||||
Forgiveness of related party notes payable | 5,000 | |||||||
Debt forgiveness recorded in additional paid in capital | 36,446 | |||||||
Stock Purchase Agreement [Member] | Xingtao Zhou and Yaqin Fu [Member] | ||||||||
Common Stock Purchased, Shares | 3,096,200 | |||||||
Preferred Stock Purchased, shares | 10,000,000 | |||||||
Total Purchase Price | $ 375,000 | |||||||
David Lazar [Member] | ||||||||
Related party expenses | $ 17,350 | |||||||
Custodian Ventures, LLC [Member] | Common Stock [Member] | ||||||||
Stock issued for services, Shares | 3,096,200 | |||||||
Stock issued for services, Value | $ 3,096 | |||||||
Custodian Ventures, LLC [Member] | Series A Preferred Stock [Member] | ||||||||
Stock issued for services, Shares | 10,000,000 | |||||||
Stock issued for services, Value | $ 4,000,000 | |||||||
Xingtao Zhou [Member] | ||||||||
Loan Payable to related party | 95,045 | 15,856 | ||||||
Related party expenses | 79,189 | 15,856 | ||||||
Promissory notes payable [Member] | David Lazar [Member] | ||||||||
Loan Payable to related party | 0 | 0 | ||||||
Description of Collateral | Loan is unsecured | |||||||
Description of interest rate terms | Bears no interest | |||||||
Description of repayment terms | Due in 12 months from the date of issuance | |||||||
Forgiveness of related party notes payable | $ 5,000 | |||||||
Loans Payable [Member] | David Lazar [Member] | ||||||||
Loan Payable to related party | $ 0 | $ 0 | ||||||
Forgiveness of related party loan | $ 31,446 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Jun. 30, 2020 | Feb. 14, 2019 | Jun. 19, 2018 | Jun. 30, 2020 | Jun. 30, 2019 |
Common stock outstanding | 35,319,245 | 35,319,245 | 35,319,245 | ||
Preferred Stock Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred Stock Par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock, Voting Rights | 1 for one basis | ||||
Conversion Price | $ 0.0000025 | ||||
Preferred Stock Outstanding | 9,920,000 | 9,920,000 | 9,920,000 | ||
Debt forgiveness recorded in additional paid in capital | $ 36,446 | ||||
Conversion of preferred stock into common stock, shares | |||||
Common Stock [Member] | |||||
Common stock issued pursuant to conversion of preferred stock, shares | 3,968,000,000 | 32,000,000 | |||
Series A Preferred Stock [Member] | |||||
Conversion of preferred stock into common stock, shares | 80,000 | ||||
Custodian Ventures, LLC [Member] | Common Stock [Member] | |||||
Stock issued for services, Shares | 3,096,200 | ||||
Stock issued for services, Value | $ 3,096 | ||||
Share Price (Per Share) | $ 0.001 | ||||
Custodian Ventures, LLC [Member] | Series A Preferred Stock [Member] | |||||
Stock issued for services, Shares | 10,000,000 | ||||
Stock issued for services, Value | $ 4,000,000 | ||||
Share Price (Per Share) | $ 0.001 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized income tax benefits | $ 0 | $ 0 |
Interest and penalties | $ 0 | $ 0 |
Income Taxes (Deferred tax asse
Income Taxes (Deferred tax assets) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Book loss for the year | $ (84,539) | $ (48,856) |
Accrued expenses | 16,000 | 10,650 |
Tax loss for the year | $ (68,539) | $ (38,206) |
Estimated effective tax rate | 21.00% | 21.00% |
Deferred tax asset | $ (14,393) | $ (8,023) |
Income Taxes (Details of valuat
Income Taxes (Details of valuation allowance) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Balances at the beginning of the year | $ 851,633 | $ 843,610 |
Additions | 14,393 | 8,023 |
Deductions | ||
Balance at the end of the Year | $ 866,026 | $ 851,633 |
Income Taxes (Rate reconciliati
Income Taxes (Rate reconciliation) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal Income Tax Rate | $ (14,393) | $ (10,260) |
Permanent Difference | 2,237 | |
Change in Valuation Allowance | 14,393 | 8,023 |
Balance at the end of the Year |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 27, 2020shares |
Stock issued | 75,000,000 |
Percentage of stock issued and outstanding | 67.98% |