Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 29, 2017 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | ASIA PROPERTIES INC | ||
Entity Central Index Key | 1,070,789 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 17,789,193 | ||
Entity Common Stock, Shares Outstanding | 1,617,199,362 | ||
Trading Symbol | ASPZ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current | ||
Cash | $ 842 | $ 2,836 |
Total assets | 842 | 2,836 |
Current liabilities | ||
Accounts payable | 16,328 | 22,586 |
Accrued liabilities | 24,500 | 6,000 |
Due to Shareholders | 187,565 | |
Note payable | 2,500 | |
Line of credit | 50,310 | 47,488 |
Due to related party | 1,257,801 | |
Total liabilities | 278,703 | 1,336,375 |
Stockholders' deficiency | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized (67,199,362 and 43,199,362 common shares Issued and outstanding at December 31, 2015 and 2014, respectively) | 67,199 | 43,199 |
Additional paid - in capital | 5,668,629 | 3,672,629 |
Accumulated deficit | (6,013,689) | (5,049,367) |
Total stockholders' deficiency | (277,861) | (1,333,539) |
Total liabilities and deficiency | $ 842 | $ 2,836 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 67,199,362 | 43,199,362 |
Common stock, shares outstanding | 67,199,362 | 43,199,362 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Expenses | ||
General and administrative | $ 46,744 | $ 28,817 |
Loss on Conversion of Debt | 762,199 | |
Management fees | 60,000 | |
Professional fees | 42,119 | 18,175 |
Consulting fees | 113,260 | 25,000 |
Total operating expenses | 964,322 | 131,992 |
Net loss and comprehensive loss | $ (964,322) | $ (131,992) |
Weighted average number of shares: | ||
Basic and diluted | 67,152,109 | 42,234,096 |
Loss per share - Basic and diluted | $ (0.014) | $ (0.003) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | Jan. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock [Member] | |||
Balance | $ 43,199 | $ 43,199 | $ 41,921 |
Balance, shares | 43,199,362 | 43,199,362 | 41,921,162 |
Issued for Debt settlement | $ 24,000 | $ 1,278 | |
Issued for Debt settlement, shares | 24,000,000 | 1,278,200 | |
Balance | $ 67,199 | $ 43,199 | |
Balance, shares | 67,199,362 | 43,199,362 | |
Additional Paid in Capital [Member] | |||
Balance | $ 3,672,629 | $ 3,672,629 | $ 3,610,007 |
Issued for Debt settlement | 1,996,000 | 62,622 | |
Balance | 5,668,629 | 3,672,629 | |
Deficit [Member] | |||
Balance | (5,049,367) | (5,049,367) | (4,917,375) |
Net comprehensive loss for the year | (1,584,322) | (131,992) | |
Balance | (6,013,689) | (5,049,367) | |
Balance | (1,333,539) | (1,333,539) | (1,265,447) |
Issued for Debt settlement | $ 17,200,000 | 2,020,000 | 63,900 |
Issued for Debt settlement, shares | 1,257,801 | ||
Net comprehensive loss for the year | (964,322) | (131,992) | |
Balance | $ (277,861) | $ (1,333,539) |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Deficiency (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 02, 2015 | Dec. 31, 2014 | |
Issued debt, price per share | $ 0.11 | $ 0.07 | $ 0.5 |
Number of restricted common shares issued | 950,000,000 | ||
Minimum [Member] | |||
Issued debt, price per share | $ 0.07 | ||
Maximum [Member] | |||
Issued debt, price per share | $ 0.12 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows used in operating activities | ||
Net loss | $ (964,322) | $ (131,992) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Shares issued for debt | 762,199 | 38,900 |
Shares issued for services received | 25,000 | |
Changes in operating assets and liabilities: | ||
Accounts payable | (6,258) | |
Accrued liabilities | 18,500 | (15,451) |
Net cash used in operating activities | (189,881) | (83,543) |
Cash flows from financing activities | ||
Increase (Decrease) in short term loans | 2,822 | (2,765) |
Increase in due to shareholder | 187,565 | |
Repayment of note | (2,500) | |
Increase in due to related parties | 85,521 | |
Repayment of long term loan | (1,852) | |
Net cash provided by financing activities | 187,887 | 80,904 |
Net decrease in cash | (1,994) | (2,639) |
Cash and Cash Equivalents, beginning of year | 2,836 | 5,475 |
Cash and Cash Equivalents, end of year | 842 | 2,836 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | ||
Income tax paid |
Organization, Development Stage
Organization, Development Stage and Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Development Stage and Going Concern | 1. Organization, Development Stage and Going Concern Asia Properties, Inc. (the “Company”) was incorporated in Nevada, the United States of America on April 6, 1998. Our management intends to seek opportunities to invest in real estate. The Company currently does not hold any material property interests. These consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is in the development stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future loses are anticipated as the Company has not yet been able to generate revenue. In addition, as of December 31, 2015, the Company has a working capital deficiency of $277,861 (2014 -$1,333,539) and an accumulated deficit of $6,013,689 (2014 -$5,049,367). The Company’s ability to continue, as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so. These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustment could be material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Asia Properties (HK) Limited. Significant intercompany accounts and transactions have been eliminated. On January 2, 2015, the Company disposed of all its shares of Asia Properties (HK) Limited at $nil. As the subsidiary was inactive and did not have any net assets on the date of disposal, this transaction did not have any financial impact. Use of Estimates In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates are related to the accrued liabilities. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchases with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, the Company had $842 and $2,836 in cash respectively. The Company did not have any cash equivalents as of December 31, 2015 and 2014. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, and accounts payable and accrued liabilities. The Company’s cash, which is carried at fair value, is classified as a Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2015 and 2014. Foreign Currency Translation The functional currency of the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the years ended December 31, 2015 and 2014, substantially all cash expenses were transacted in U.S. dollars. Share-Based Payments The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Comprehensive (Loss) ASC 220 “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The net loss is equivalent to the comprehensive loss for the periods presented. Recent Accounting Pronouncements The Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the consolidated financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations. |
Due to Related Party
Due to Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Due to Related Party | 3. Due to Related Party The amount of $1,257,801 due to related party as at December 31, 2014 represents amount outstanding to the CEO of the Company for expense reimbursements and accrued management fees. These advances were unsecured, non-interest bearing and payable upon demand, and was repaid by the issuance of 24,000,000 common shares as explained further in note 6. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Line of Credit | 4. Line of Credit The Company has a revolving credit facility with Wells Fargo for a maximum business line amount of $62,500. Interest is charged at 12.75% annually. As at December 31, 2015, the balance amounted to $50,310 (2014 - $47,488). The line of credit is secured personally by a shareholder of the Company. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable During the year ended December 31, 2015, Demand promissory note in the amount of $2,500 was repaid. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock The following table summarizes common stock issuances for the years ended as of December 31, 2015 and 2014: Number of Shares Common Stock Amount Balance as of December 31, 2013 41,921,162 $ 41,921 Issued 408,200 shares for the settlement of debt a 408,200 408 Issued 500,000 shares for the settlement of services b 500,000 500 Issued 370,000 shares for the settlement of debt c 370,000 370 Balance as of December 31, 2014 43,199,362 43,199 Shares issued for debt settlement at $0.07-$0.12 per share d 24,000,000 24,000 Shares issued for investment and held in escrow e - - Balance as of December 31, 2015 67,199,362 67,199 a) On August 25, 2014, the Company issued 408,200 common shares at $ 0.05 to settle a debt of $14,000 and accrued interest of $6,400. b) On August 27, 2014, the Company issued 500,000 common shares for services rendered to consultant. c) On December 29, 2014 the Company issued 370,000 common shares to settle a debt of $ 18,500. d) On January 1, 2015 and January 2, 2015, the Company issued 6,800,000 and 17,200,000 shares of common stock at $0.12 and $0.07 per share respectively (which was the market value of the shares of the Company on transaction date) to settle a debt of $1,257,801 owed to a former director of the Company. Accordingly, the Company recorded a loss of $762,199 on conversion of debt. e) On January 19, 2015, the Company issued 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets. The acquisition has not yet closed on the date of this filing and the shares are held in escrow as disclosed in Note 7. The Company’s authorized capital consists of 2,000,000,000 shares of common stock. At December 31, 2015, there were 1,017,199,362 shares of common stock issued and outstanding (December 31, 2014 - 43,199,362 shares) comprising of 982,186,650 restricted shares, including 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets, as disclosed above and 35,012,712 non-restricted shares (2014: 3,609,650 restricted shares and 39,589,712 non-restricted shares). These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met. |
Pending Transaction
Pending Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Pending Transaction | |
Pending Transaction | 7. Pending Transaction On January 6, 2015, the Company signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares of Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”), registered in the British Virgin Islands. Pursuant to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in exchange of 100% of the shares of AITL and all of its assets. As per clause 6.4 of the Agreement, shares issued shall be held in escrow and shall be deemed to be in full control of the Company until the closing of transaction which is outstanding, pending completion of certain conditions relating to the valuation of assets to be acquired and audit of the financial position. The Company issued 950,000,000 shares, which are held in escrow. The transaction has not yet been closed, pending completion of the above closing conditions. Upon closing, the transaction will be recorded in accordance with the guidance provided under ASC Topic 805 - Business Combination. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Income taxes The provision for income taxes is calculated at US corporate tax rate of approximately 34% (2014: 34%) as follows: 2015 2014 Net loss for the year $ (964,322 ) $ (131,992 ) Expected income tax recovery from net loss 327,869 44,000 Tax effect of expenses not deductible for income tax: Fair value of shares issued for settlement of debt (259,148 ) - Change in valuation allowance (68,721 ) (44,000 ) - - Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31: 2015 2014 Deferred Tax Assets - Non-current: Tax effect of NOL Carryover 1,433,721 1,365,000 Less valuation allowance (1,433,721 ) (1,365,000 ) Deferred tax assets, net of valuation allowance - - At December 31, 2015, the Company had net operating loss carryforwards of approximately $4,216,832 (2014: $4,016,000) that may be offset against future taxable income from the year by 2035. No tax benefit has been reported in the December 31, 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Effective April 14, 2017, the Company has executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets Sino King Management Limited, (“SKML”) a company incorporated under the laws of British Virgin Islands. Pursuant to the Agreement, Asia Properties, Inc. has agreed to issue 600 million restricted common shares of the Company to acquire 100% of the shares and assets of SKML. Additionally, at the Closing, the Company shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the name or names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and Exchange Act. The Agreement further states that both Parties agree that all shares issued, pursuant to the terms and conditions of the agreement, shall be held in escrow and shall be deemed to be in the full control of the Company until the Closing. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Asia Properties (HK) Limited. Significant intercompany accounts and transactions have been eliminated. On January 2, 2015, the Company disposed of all its shares of Asia Properties (HK) Limited at $nil. As the subsidiary was inactive and did not have any net assets on the date of disposal, this transaction did not have any financial impact. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates are related to the accrued liabilities. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchases with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, the Company had $842 and $2,836 in cash respectively. The Company did not have any cash equivalents as of December 31, 2015 and 2014. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, and accounts payable and accrued liabilities. The Company’s cash, which is carried at fair value, is classified as a Level 1. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at December 31, 2015 and 2014. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the years ended December 31, 2015 and 2014, substantially all cash expenses were transacted in U.S. dollars. |
Share-Based Payments | Share-Based Payments The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Comprehensive (Loss) | Comprehensive (Loss) ASC 220 “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The net loss is equivalent to the comprehensive loss for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the consolidated financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations. |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Common Stock Issuances | The following table summarizes common stock issuances for the years ended as of December 31, 2015 and 2014: Number of Shares Common Stock Amount Balance as of December 31, 2013 41,921,162 $ 41,921 Issued 408,200 shares for the settlement of debt a 408,200 408 Issued 500,000 shares for the settlement of services b 500,000 500 Issued 370,000 shares for the settlement of debt c 370,000 370 Balance as of December 31, 2014 43,199,362 43,199 Shares issued for debt settlement at $0.07-$0.12 per share d 24,000,000 24,000 Shares issued for investment and held in escrow e - - Balance as of December 31, 2015 67,199,362 67,199 a) On August 25, 2014, the Company issued 408,200 common shares at $ 0.05 to settle a debt of $14,000 and accrued interest of $6,400. b) On August 27, 2014, the Company issued 500,000 common shares for services rendered to consultant. c) On December 29, 2014 the Company issued 370,000 common shares to settle a debt of $ 18,500. d) On January 1, 2015 and January 2, 2015, the Company issued 6,800,000 and 17,200,000 shares of common stock at $0.12 and $0.07 per share respectively (which was the market value of the shares of the Company on transaction date) to settle a debt of $1,257,801 owed to a former director of the Company. Accordingly, the Company recorded a loss of $762,199 on conversion of debt. e) On January 19, 2015, the Company issued 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets. The acquisition has not yet closed on the date of this filing and the shares are held in escrow as disclosed in Note 7. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes is calculated at US corporate tax rate of approximately 34% (2014: 34%) as follows: 2015 2014 Net loss for the year $ (964,322 ) $ (131,992 ) Expected income tax recovery from net loss 327,869 44,000 Tax effect of expenses not deductible for income tax: Fair value of shares issued for settlement of debt (259,148 ) - Change in valuation allowance (68,721 ) (44,000 ) - - |
Schedule of Components of Deferred Tax Assets | Net deferred tax assets consist of the following components as of December 31: 2015 2014 Deferred Tax Assets - Non-current: Tax effect of NOL Carryover 1,433,721 1,365,000 Less valuation allowance (1,433,721 ) (1,365,000 ) Deferred tax assets, net of valuation allowance - - |
Organization, Development Sta20
Organization, Development Stage and Going Concern (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 277,861 | $ 1,333,539 |
Accumulated deficit | $ 6,013,689 | $ 5,049,367 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | |||
Cash | $ 842 | $ 2,836 | $ 5,475 |
Due to Related Party (Details N
Due to Related Party (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock issued for repayment of related party debt | 24,000,000 | |
Chief Executive Officer [Member] | ||
Due to related party | $ 1,257,801 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Proceeds from line of credit | $ 62,500 | |
Interest rate | 12.75% | |
Line of credit | $ 50,310 | $ 47,488 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Repaid demand promissory note | $ 2,500 | |
Demand Promissory Notes [Member] | ||
Repaid demand promissory note | $ 2,500 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jan. 19, 2015 | Jan. 02, 2015 | Dec. 29, 2014 | Aug. 27, 2014 | Aug. 25, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Issuance of common stock, shares | 408,200 | ||||||
Market price per share | $ 0.05 | ||||||
Proceeds from issuance of common stock to settle a debt | $ 14,000 | ||||||
Accrued interest | $ 6,400 | ||||||
Common stock, shares issued for services, shares | 500,000 | ||||||
Number of common stock shares issued for settle a debt | $ 17,200,000 | $ 370,000 | $ 2,020,000 | $ 63,900 | |||
Number of common stock value issued for settle a debt | 1,257,801 | 18,500 | |||||
Issued debt, price per share | $ 0.07 | $ 0.11 | $ 0.5 | ||||
Loss on conversion of debt | $ 762,199 | ||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||||
Common stock, shares issued | 67,199,362 | 43,199,362 | |||||
Common stock, shares outstanding | 67,199,362 | 43,199,362 | |||||
Restricted Shares [Member] | |||||||
Issuance of common stock, shares | 982,186,650 | 3,609,650 | |||||
Non Restricted Shares [Member] | |||||||
Issuance of common stock, shares | 35,012,712 | 39,589,712 | |||||
Asia Innovation Technology Limited [Member] | Restricted Shares [Member] | |||||||
Number of restricted common stock shares issued to purchase of assets | 950,000,000 | 950,000,000 | |||||
Percentage of restricted common stock purchased in acquisition | 100.00% | 100.00% | |||||
January 1, 2015 [Member] | |||||||
Number of common stock shares issued for settle a debt | $ 6,800,000 | ||||||
Issued debt, price per share | $ 0.12 |
Common Stock - Summary of Commo
Common Stock - Summary of Common Stock Issuances (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Balance, shares | 43,199,362 | ||
Balance | $ 43,199 | ||
Balance, shares | 67,199,362 | 43,199,362 | |
Balance | $ 67,199 | $ 43,199 | |
Common Stock [Member] | |||
Balance, shares | 43,199,362 | 41,921,162 | |
Balance | $ 43,199 | $ 41,921 | |
Issued 408,200 shares for the settlement of debt, shares | [1] | 408,200 | |
Issued 408,200 shares for the settlement of debt | [1] | $ 408 | |
Issued 500,000 shares for the settlement of services, shares | [2] | 500,000 | |
Issued 500,000 shares for the settlement of services | [2] | $ 500 | |
Issued 370,000 shares for the settlement of debt, shares | [3] | 370,000 | |
Issued 370,000 shares for the settlement of debt | [3] | $ 370 | |
Shares issued for debt settlement at $0.07-$0.12 per share, shares | [4] | 24,000,000 | |
Shares issued for debt settlement at $0.07-$0.12 per share | [4] | $ 24,000 | |
Shares issued for investment and held in escrow, shares | [5] | ||
Shares issued for investment and held in escrow | [5] | ||
Balance, shares | 67,199,362 | 43,199,362 | |
Balance | $ 67,199 | $ 43,199 | |
[1] | On August 25, 2014, the Company issued 408,200 common shares at $ 0.05 to settle a debt of $14,000 and accrued interest of $6,400 | ||
[2] | On August 27, 2014, the Company issued 500,000 common shares for services rendered to consultant. | ||
[3] | On December 29, 2014 the Company issued 370,000 common shares to settle a debt of $ 18,500. | ||
[4] | On January 1, 2015 and January 2, 2015, the Company issued 6,800,000 and 17,200,000 shares of common stock at $0.12 and $0.07 per share respectively (which was the market value of the shares of the Company on transaction date) to settle a debt of $1,257,801 owed to a former director of the Company. Accordingly, the Company recorded a loss of $762,199 on conversion of debt. | ||
[5] | On January 19, 2015, the Company issued 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets. The acquisition has not yet closed on the date of this filing and the shares are held in escrow as disclosed in Note 7. |
Common Stock - Summary of Com27
Common Stock - Summary of Common Stock Issuances (Details) (Parenthetical) - Common Stock [Member] | 12 Months Ended | |
Dec. 31, 2014shares | ||
Issued shares for the settlement of debt | 408,200 | [1] |
Issued shares for the settlement of services | 500,000 | [2] |
Issued shares for the settlement of debt | 370,000 | [3] |
[1] | On August 25, 2014, the Company issued 408,200 common shares at $ 0.05 to settle a debt of $14,000 and accrued interest of $6,400 | |
[2] | On August 27, 2014, the Company issued 500,000 common shares for services rendered to consultant. | |
[3] | On December 29, 2014 the Company issued 370,000 common shares to settle a debt of $ 18,500. |
Pending Transaction (Details Na
Pending Transaction (Details Narrative) - shares | Jan. 06, 2015 | Aug. 25, 2014 | Dec. 31, 2015 |
Restricted stock issued, shares | 950,000,000 | ||
Number of common stock shares issued - held in escrow | 408,200 | ||
Common Stock [Member] | |||
Number of common stock shares issued - held in escrow | 950,000,000 | ||
AITL [Member] | |||
Percentage of acquire shares and assets | 100.00% | ||
Exchange percentage of shares | 100.00% | ||
Restricted stock issued, shares | 950,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision effect rate | 34.00% | 34.00% |
Net operating loss carry-forward | $ 4,216,832 | $ 4,016,000 |
Expiration date | year by 2036 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Net loss for the year | $ (964,322) | $ (131,992) |
Expected income tax recovery from net loss | 327,869 | 44,000 |
Fair value of shares issued for settlement of debt | (259,148) | |
Change in valuation allowance | (68,721) | (44,000) |
Provision for income tax expenses benefit |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Tax effect of NOL Carryover | $ 1,433,721 | $ 1,365,000 |
Less: valuation allowance | (1,433,721) | (1,365,000) |
Deferred tax assets, net of valuation allowance |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Sale and Purchase Agreement [Member] - Sino King Management Limited [Member] | Apr. 14, 2017shares |
Percentage to acquire shares and assets | 100.00% |
Restricted stock issued, shares | 600,000,000 |