| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements
included herein were prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and
adjustments) that are, in the opinion of management, necessary to fairly present the operating results for the respective periods.
Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. The parent company does
not have operations. Its main activities were incurring expenses relating to its status as a public company in the United States. Going Concern The accompanying consolidated financial statements (“CFS”) were
prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. For the three months ended March 31, 2019, the Company had a net loss of $399,765. The Company has an accumulated
deficit of $30.27 million as of March 31, 2019. There can be no assurance that the Company will become profitable or obtain necessary
financing for its business or that it will be able to continue in business. As of March 31, 2019, related parties, including the
Company’s chief executive officer, made advances to the Company of $2.62 million. These issues raise substantial doubt regarding
the Company’s ability to continue as a going concern. Principles of Consolidation The CFS include the accounts
of the Company and its subsidiaries, DB-Link, DBUB Pte and Huantai. All material intercompany accounts, transactions, balances
and profits were eliminated in consolidation. Currency Translation The reporting currency
of the Company is the United States dollar. The accounts of Huantai were maintained, and its financial statements were expressed
RMB and the accounts of DBUB Pte Singapore dollars (SGD), which are the respective functional currency of the subsidiaries. The
Company’s financial statements were translated into United States dollars in accordance with FASB ASC Topic 830-10, ”Foreign
Currency Translation,” ”Reporting Comprehensive Income,” The impact of foreign
translation from our accounts in RMB and SGD to U.S. dollars on the Company’s operating results was not material for the
three months ended March 31, 2019 and 2018. During the translation process, the assets and liabilities of all subsidiaries are
translated into US dollars at period-end exchange rates. The revenues and expenses are translated into U.S. dollars at average
exchange rates of the periods. Resulting translation adjustments are recorded as a component of accumulated other comprehensive
income within stockholders’ equity.
March 31,
2019 2018
RMB to USD exchange rate at period end 0.1485 0.1594
Average RMB to USD exchange rate for the period 0.1482 0.1572
March 31,
2019 2018
SGD to USD exchange rate at period end 0.7383 —
Average SGD to USD exchange rate for the period 0.7381 — Transaction gains or losses arising from exchange rate
fluctuation on transactions denominated in a currency other than the functional currency were included in the consolidated Statements
of Operations and Comprehensive Loss. As a result of the translation, the Company recorded a foreign currency loss of $11,252
and $156,650 for the three months ended March 31, 2019 and 2018. Use of Estimates The preparation of financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. These significant accounting estimates or assumptions bear the risk
of change because there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are
difficult to measure or value. Management bases its
estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements
taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions
used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience
and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual
results could differ from those estimates. Business Combinations For a business combination,
the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recognized at the acquisition
date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and
liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values.
In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value
of the consideration transferred plus any non-controlling interest in the acquiree, that excess in fair value is recognized as
a gain attributable to the acquirer. Deferred tax liability
and assets are recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets
acquired and liabilities assumed in a business combination in accordance with FASB ASC Subtopic 740-10. Risks and Uncertainties The Company is subject
to risks from, among other things, intense competition associated with the industry in general, other risks associated with financing,
liquidity requirements, rapidly changing customer tastes and requirements, limited operating history, foreign currency exchange
rates and the volatility of public markets as well as other risks associated with the restaurant and related industries. In addition, the Company’s
operations are in the PRC and Singapore. Accordingly, the Company’s business, financial condition and results of operations
may be influenced by the political, economic and legal environments in the PRC and Singapore and by the general state of the PRC’s
and Singapore’s economy. The Company’s business may be influenced by changes in governmental policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation,
among other things. Contingencies The Company follows subtopic
450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events
occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the
Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein. If the assessment of
a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be reasonably
estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would
be disclosed. Loss contingencies considered
remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these matters will have a material adverse effect on the
Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will
not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Cash and Equivalents Cash and equivalents
include cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with
an original maturity of three months or less as of the purchase date of such investments. Accounts Receivable,
net The Company maintains
reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment
patterns to evaluate the adequacy of these reserves. Property and Equipment,
net Property and equipment
are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation
are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment
is provided using the straight-line method for substantially all assets with estimated lives of:
Automotive 5 years
Office Equipment 5 years As of March 31, 2019,
and December 31, 2018, property and equipment consisted of the following:
2019 2018
Automotive $ 256,234 $ 116,284
Less: accumulated depreciation (16,913 ) (8,278 )
Total $ 239,321 $ 108,006 Long-Lived Assets The Company periodically
evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360, “ Property,
Plant and Equipment,” Fair Value of Financial Instruments For certain of the Company’s
financial instruments, including cash and equivalents, accrued liabilities and accounts payable, carrying amounts approximate their
FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial
instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities each qualify as financial
instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments
and their expected realization and the current market rate of interest. Fair Value Measurements and Disclosures FASB ASC Topic 820, “Fair
Value Measurements and Disclosures,” defines FV, and establishes a three-level valuation hierarchy for disclosures of fair
value measurement that enhances disclosure requirements for FV measures. The three levels are defined as follow:
• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
• Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. As of March 31, 2019,
and December 31, 2018, the Company did not identify any assets and liabilities that are required to be presented on the balance
sheet at FV. Revenue Recognition In May 2014 the FASB
issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing
revenue recognition requirements, including most industry-specific guidance. This new standard requires a company to recognize
revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects
to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the
same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent
Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing;
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU
No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these
amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards
became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of
the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the Company does not
have any revenue yet. As the Company will not identify any accounting changes that impacted the amount of reported revenues with
respect to its product revenues, no adjustment to retained earnings will be required upon adoption. Under the new revenue
standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects
the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step
model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in
the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the
contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. General and Administrative
Expenses General and administrative
expenses are comprised principally of payroll and benefits costs for corporate employees, occupancy costs of corporate facilities,
lease expenses, management fees, traveling expenses and other operating and administrative expenses, including freight charges,
purchase and delivery costs, internal transfer freight charges and other distribution costs. Share Based Payment The Company accounts
for share-based compensation to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”,
which requires that share-based payment transactions with employees be measured based on the grant-date FV of the equity instrument
issued and recognized as compensation expense over the requisite service period. The Company accounts
for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based
Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees
is measured at the FV of the equity instrument issued or committed to be issued, as this is more reliable than the FV of the services
received. The FV is measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s
performance is complete. Income Taxes Income taxes are accounted
for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable
income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows ASC
Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities,
classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with
tax positions, accounting for income taxes in interim periods, and income tax disclosures. Under the provisions
of ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the
taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position
that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during
which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon
examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated
with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount
of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The
portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as
a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties
that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified
as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
At March 31, 2019 and December 31, 2018, the Company did not take any uncertain positions that would necessitate recording a tax
related liability. DBUB is subject to
U.S. corporate income taxes on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017
and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. On December 22, 2017, the Tax Cut and Jobs
Act (“Tax Act”) was signed into law. The Tax Act introduced a broad range of tax reform measures that significantly
changed the federal income tax laws. The provisions of the Tax Act that may have significant impact on the Company, including the
permanent reduction of the corporate income tax rate from 35% to 21% effective for tax years including or commencing on January
1, 2018, one-time transition tax on post-1986 foreign unremitted earnings, provision for Global Intangible Low Tax Income (“GILTI”),
deduction for Foreign Derived Intangible Income (“FDII”), repeal of the corporate alternative minimum tax, limitation
of various business deductions, and modification of the maximum deduction of net operating loss with no carryback but indefinite
carryforward provision. Many provisions in the Tax Act are generally effective in tax years beginning after December 31, 2017.
Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. To the extent that portions
of its U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to
certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining
liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made
when required by U.S. law. The Act also created
new taxes on certain foreign-sourced earnings such as global intangible low-taxed income (“GILTI”) under IRC Section
951A, which is effective for the Company for tax years beginning after January 1, 2018. For the three months ended March 31, 2019,
the Company has calculated its best estimate of the impact of the GILTI in its income tax provision in accordance with its understanding
of the Act and guidance available as of the date of this filing. Basic and Diluted
Earnings (Loss) per Share The Company presents
net income (loss) per share (“EPS”) in accordance with FASB ASC Topic 260, “Earning Per Share.” Basic
EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS
is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that
would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional
common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and
warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and
warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and
warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained
thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding
convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance,
if later). Statement of Cash
Flows In accordance with FASB
ASC Topic 230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated based upon
local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily
agree with changes in the corresponding balances on the balance sheet. Cash from operating, investing and financing activities
is net of assets and liabilities acquired. Concentration of Credit
Risk Financial instruments
that potentially subject the Company to concentrations of credit risk are cash, accounts receivable, advances to suppliers and
other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy
financial institutions. Since the Company has not generated any revenues or commenced operations in its continuing business, the
Company cannot evaluate the risk of a concentration of credit risk. Segment Reporting FASB ASC Topic 280, “Segment
Reporting,” requires use of the “management approach” model for segment reporting. The management approach model
is based on the way a company’s management organizes segments within the company for making operating decisions and assessing
performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other
manner in which management disaggregates a company. Following the Company’s disposal of its existing business in 2018, the
Company has one operating segment, the restaurant business, which has not generated any revenues for the three months ended March
31, 2019. Recent Accounting
Pronouncements In June 2016, the FASB
issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit
losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable
forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets
measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on
its CFS. In January 2017, the
FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment
test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting
unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted
on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption
is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently
evaluating the impact of adopting this standard on its CFS. In June 2018, the FASB
issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting,” which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services
from non-employees. An entity should apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs
to an option pricing model and the attribution of cost. The amendments specify that ASC 718 applies to all share-based payment
transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing
share-based payment awards. The new guidance is effective for SEC filers for fiscal years, and interim reporting periods within
those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early adoption is permitted.
The Company is evaluating the effects of the adoption of this guidance and currently believes that it will impact the accounting
of the share-based awards granted to non-employees. Other recent accounting
pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants,
and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS. |
