Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2019 | Feb. 14, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | HQDA ELDERLY LIFE NETWORK CORP. | |
Entity Central Index Key | 0001304730 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 139,314,416 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Jun. 30, 2019 |
Current assets: | ||
Cash | $ 75,941 | $ 350,734 |
Other receivables | 230,469 | 406,539 |
Receivable - related parties | 165,790 | 168,958 |
Total current assets | 472,200 | 926,231 |
Deposits | 22,618,900 | 21,042,068 |
Properties and equipment, net | 5,410,688 | 5,591,839 |
Capitalized software | 146,710 | 146,710 |
Total assets | 28,648,498 | 27,706,848 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 100,686 | 131,163 |
Payable to related parties | 3,630,008 | 2,207,742 |
Total liabilities | 3,730,694 | 2,338,905 |
Commitments and contingencies - Note 8 | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock: authorized 10,000,000 shares of $0.001 par value; issued and outstanding, none | ||
Common stock: authorized 200,000,000 shares of $0.001 par value; issued and outstanding, 139,314,416 shares | 139,314 | 139,314 |
Additional paid-in capital | 29,719,865 | 29,719,865 |
Accumulated other comprehensive loss | (1,319,813) | (1,138,433) |
Accumulated deficit | (3,621,562) | (3,352,803) |
Total stockholders' equity | 24,917,804 | 25,367,943 |
Total liabilities and stockholders' equity | $ 28,648,498 | $ 27,706,848 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 139,314,416 | 139,314,416 |
Common stock, shares outstanding | 139,314,416 | 139,314,416 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Income Statement [Abstract] | ||||||
Revenue | $ 440,508 | $ 137,423 | [1] | $ 612,684 | $ 179,205 | [1] |
Operating costs: | ||||||
General and administrative expenses | 301,374 | 384,076 | [1] | 552,235 | 430,831 | [1] |
Depreciation and amortization | 36,377 | 63,110 | [1] | 73,971 | 63,450 | [1] |
Professional fees | 28,552 | 89,600 | [1] | 56,052 | 198,462 | [1] |
Other operating expenses | 191,476 | 73,657 | [1] | 197,457 | 75,346 | [1] |
Total operating cost | 557,779 | 610,443 | [1] | 879,715 | 768,089 | [1] |
Operating loss | (117,271) | (473,020) | [1] | (267,031) | (588,884) | [1] |
Other expense, net | ||||||
Interest Income (expense) | [1] | 3,571 | [1] | |||
Foreign currency translation loss | (460,133) | [1] | (460,133) | [1] | ||
Other | (1,386) | (7,598) | [1] | (1,728) | (7,711) | [1] |
Net loss | (118,657) | (940,751) | [1] | (268,759) | (1,053,157) | [1] |
Foreign currency translation, net tax | 589,774 | (1,048,592) | (181,380) | (1,331,074) | ||
Comprehensive loss | $ 471,117 | $ (1,989,343) | $ (450,139) | $ (2,384,231) | ||
Earnings per share | ||||||
Basic and diluted income (loss) per share | $ (0.001) | $ (0.004) | [1] | $ 0 | $ (0.009) | [1] |
Weighted average common shares outstanding | 139,314,416 | 137,924,832 | [1] | 139,314,416 | 120,763,715 | [1] |
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | [1] | |
Cash flow from operating activities | |||
Net loss | $ (268,759) | $ (1,053,157) | |
Adjustments to reconcile loss to net cash used in operating activities: | |||
Depreciation | 73,971 | 63,450 | |
Changes in operating assets and liabilities: | |||
Increase in other receivable | 176,070 | 174,550 | |
Increase in related party receivable | 3,168 | 46,834 | |
(Decrease) increase in accounts payable and accrued liabilities | (30,477) | 78,405 | |
Increase (decrease) in related party payable | 1,422,266 | (30,787) | |
Net cash provided by (used in) operating activities | 1,376,238 | (720,705) | |
Cash flow from investing activities | |||
Deposits paid for assets purchase | (1,576,832) | (794,644) | |
Purchase of land use rights | (5,687,445) | ||
Loans to related parties | (5,760,351) | ||
Net cash used in investing activities | (1,576,832) | (12,242,440) | |
Cash flow from financing activities | |||
Issuance of common shares | 5,593,823 | ||
Net cash provided by financing activities | 5,593,823 | ||
Effect of exchange rate changes | (74,199) | (1,345,379) | |
Decrease in cash | (274,793) | (8,714,701) | |
Cash, beginning | 350,734 | 9,701,075 | |
Cash, ending | 75,941 | 986,374 | |
Supplemental Disclosures: | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Capital Stock [Member] | Additional Paid-in Capital [Member] | Share Subscriptions Received in Advanced / Receivable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total | |
Balance at Jun. 30, 2018 | $ 79,925 | $ 9,264,384 | $ 14,921,048 | $ (1,529,469) | $ 22,735,888 | ||
Balance, shares at Jun. 30, 2018 | 79,925,000 | ||||||
Net loss | (1,053,157) | (1,053,157) | [1] | ||||
Common shares issued for cash, net | $ 59,389 | 20,455,481 | (14,921,048) | 5,593,822 | |||
Common shares issued for cash, net, shares | 59,389,416 | ||||||
Foreign currency translation, net tax | (1,331,074) | (1,331,074) | |||||
Balance at Dec. 31, 2018 | $ 139,314 | 29,719,865 | (2,582,626) | (1,331,074) | 25,945,479 | ||
Balance, shares at Dec. 31, 2018 | 139,314,416 | ||||||
Balance at Jun. 30, 2019 | $ 139,314 | 29,719,865 | (3,352,803) | (1,138,433) | 25,367,943 | ||
Balance, shares at Jun. 30, 2019 | 139,314,416 | ||||||
Net loss | (268,759) | $ (268,759) | |||||
Common shares issued for cash, net, shares | |||||||
Foreign currency translation, net tax | (181,380) | $ (181,380) | |||||
Balance at Dec. 31, 2019 | $ 139,314 | $ 29,719,865 | $ (3,621,562) | $ (1,319,813) | $ 24,917,804 | ||
Balance, shares at Dec. 31, 2019 | 139,314,416 | ||||||
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 6 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature and Continuance of Operations | 1. Nature and Continuance of Operations HQDA Elderly Life Network Corp. (formerly Hartford Retirement Network Corp.) (the “Company”) was incorporated under the laws of the State of Nevada on January 21, 2004. In November 2017, the Company acquired Shanghai Hongfu Health Management Ltd, a company incorporated in the People’s Republic China (“PRC”). Following the acquisition, on April 23, 2018, the Company changed its name to HQDA Elderly Life Network Corp. Through its newly acquired and wholly-owned subsidiary, Shanghai Hongfu Health management Ltd., The Company purchased senior living facilities and launched a senior living residences business, which, hosts to mostly men and women over the age of 50. The Company intends to expand its business of owning, leasing and/or operating senior living residences that will provide seniors with a supportive, home life setting with care and services, including activities of daily living, life enrichment and health and wellness. The Company’s consolidated financial statements as of December 31, 2019 and for six months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $268,759 and $1,053,157 for the six months ended December 31, 2019 and 2018, respectively. As of December 31, 2019, it had a negative working capital deficiency of $3,258,494 while it had a negative working capital deficiency of $1,412,674 at June 30, 2019. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources will not be adequate to continue operating and maintaining its business strategy for the next 12 months. If the Company is unable to raise additional capital in the near future, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Shanghai Hongfu Health Management Ltd. All inter-company balances have been eliminated upon consolidation. The Company’s fiscal year end is June 30. Foreign currency translation The United States dollar (“USD”) is the Company’s reporting currency. The Company’s wholly owned subsidiary, Shanghai Hongfu Health Management Ltd. is located in China. The net sales generated, and the related expenses directly incurred from the operations are denominated in local currency, Renminbi (“RMB”). The functional currency of the subsidiary is generally the same as the local currency. Assets and liabilities measured in RMB are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive income (loss) in its consolidated balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Certain amounts in prior periods have been reclassified to conform with current period presentation. Recently issued accounting pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases.” Topic 842 supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840 “Leases.” Under Topic 842, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. Leases will continue to be classified as either finance or operating. Topic 842 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2018 with early adoptions permitted. The Company adopted the new standard July 1, 2019. As part of the adoption of ASU 2016-02, the Company made an accounting policy election that will not recognizing leases with an initial term of 12 months or less on the consolidated balance sheet. As of September 30, 2019, the Company only has one month-to-month office lease with monthly rent of $1,020. The adoption of this new accounting standard did not have an effect on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2019. The Company does not anticipate this amendment to have a significant impact on the consolidated financial statements. On August 28, 2018, the FASB issued ASU No. 2018-13 to improve the effectiveness of disclosures about fair value measurements required under ASC 820 as part of its disclosure framework project, which has an objective and primary focus to improve the effectiveness of disclosures in the notes to financial statements. The ASU amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures. The new ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements. |
Restatement
Restatement | 6 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | 2. Restatement On September 4, 2018, the Company completed an issuance of 41,731,867 shares at $0.15 per share for total proceeds of $6,259,780 to a Chinese company by a private placement. Following the completion of the transaction, the Company’s share price went up to $0.80 per share. At previous auditor’s direction, the Company recorded $27,125,714 of stock-based compensation, which was the difference between market price and issuance price on financial statements issued as of September 30 and December 31, 2018, and the three-month and six-month periods then ended on Form 10-Q filed on November 19, 2018 and February 19, 2019. However, since the private placement agreement was signed in April 2018 when the share price value was $0.15 and could not be closed until September 2018 when the share price was $0.80, this should not be a stock-based compensation. The Company also recorded $68,613 in expenses for payments made to a vendor for development of the Company’s website for the six months ended December 31, 2018. This should have been classified as prepaid asset and not an expense. The Company determined that it would be appropriate to correct those errors. For three and six months ended December 31, 2018, the Company did not record the loss generated from foreign currency transactions in the amounts of $460,133. The Company determined that they would be appropriate to correct those errors. The restatement resulted in balance sheet item adjustments as of December 31, 2018, further affecting a few income statement line items and statement of cash flows. Restated Consolidated Statement (Adjusted Line Items) as follows: Three months ended December 31 As previously reported As restated Change Foreign exchange loss (1) $ 28,244 $ — $ 28,244 Foreign currency transaction loss — 460,133 (460,133 ) Net impact to net loss $ 28,244 $ 460,133 $ (460,133 ) EPS effect due to restatement: Weighted average number of common shares 137,924,832 EPS amount decreased $ (0.003 ) Six months ended December 31 As previously reported As restated Change Stock based compensation $ 27,125,714 $ — $ 27,125,714 Website development 68,613 — 68,613 Foreign exchange loss (1) 310,726 — 310,726 Foreign currency transaction loss — 460,133 (460,133 ) Net impact to net loss $ 27,505,053 $ 460,133 $ 27,044,920 EPS effect due to restatement: Weighted average number of common shares 120,763,715 EPS amount increased $ 0.224 (1): This amount reclassified to other comprehensive loss. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. Related party Transactions Receivable and Payable Receivable from related parties amounted $165,790 and $168,958 at December 31, 2019 and June 30, 2019, respectively. Payable to related parties amounted to $3,630,008 and $2,207,742 at December 31, 2019 and June 30, 2019, respectively. The related party amounts are mainly are results of normal operations dealing with companies that owned by the Company’s CEO. Related party transactions On July 2018, the Company entered a $172,600 (RMB1,185,000) service agreement with one party that is under the common control of the Company’s CEO to develop the Company’s website and a BBC shopping App. As of December 31, 2019, the project has not yet finished, the Company capitalized the development cost of the website and App in the amount of $146,710 based on the completion percentage method. The entire project is expecting to finish in the middle of 2020. By the end of December 31, 2018, the Company advanced a loan amount of $4,360,971(RMB 30,000,000) to Zhonghuiai Wufu (Shanghai) Hotel Management Ltd. The loan was unsecured, bears interest at 4.35% per annum. The loan was paid back fully by April 2019. On November 2018, HQDA Guangzhou Company, an entity under common control, borrowed $1,260,613 from the Company for their business operation. The loan receivable was unsecured, bear no interest and due on demand. Subsequently the loan was paid back at its entirety on January 29, 2019. Other During the six months ended December 31, 2019 and 2018, the Company paid management fees of $55,892 and $50,000, respectively, to the Company’s Chief Financial Officer. |
Asset Acquisition
Asset Acquisition | 6 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Asset Acquisition | 4. Asset Acquisition On April 2, 2018, the Company entered into an Asset Purchase Agreement (the “APA”) whereby the Company will purchase land use rights, buildings, construction rights and other property rights located in Shanghai from a third party for a total purchase price of $36,991,173 (RMB 233,000,0000 at exchange rate of 0.1587), which was its approximate fair value as estimated by a third party appraisal firm. A summary of fair value of the asset as following: Description Location Amount (1) Amount (in dollars) (in RMB) Building and building improvements and land use rights Shanghai Pudong New Area Zhangjiang Ziwei Rd No. 372 and No. 376. 30,778,879 193,870,000 Land use rights Shanghai Chongming District San Shuang Gong Lu No. 4797. 6,212,294 39,130,000 36,991,173 233,000,000 (1) The exchange rate of 0.1587 was used to translate the RMB amounts at purchase date. As of December 31, 2019, the Company has paid total of $25,011,434 (RMB 175,000,000). On September 1, 2018, the Company obtained the full management and operation rights of the senior hotel property and other assets (Property A) located at Shanghai Pudong New Area pursuant to the Operation Rights Transferring Agreement entered on August 31, 2018 with the seller. Although the Company has the rights to operate the senior living services of Asset A purchased under this agreement, and is currently generating revenues, the Company has not received a deed because the seller is involved in several lawsuits that have resulted in rulings to restrict transferring it by Shanghai local district courts. Therefore, the Company has decided not to make any further payments until the asset is free of the restrictions by the end of November 2019. On November 29, 2019, the Company entered a Letter of Understanding regarding the APA with the seller: 1) the Company shall pay RMB4,000,000 immediately upon signing the agreement, and 2) shall arrange the payments of the remaining balance incorporated with the seller’s schedules of external debt settlements in order to lift the courts’ restrictions. During the six months ended December 31, 2019, the Company made additional $1,576,832 (RMB12 million) payment and total $19,618,955 (RMB135,870,000) payments were made for Asset A was recorded as deposit as of December 31, 2019. Further, the Company consummated the share purchase agreement to acquire the entity – Shanghai Qiaoyuan Information Technology Co., Ltd (“SH QYIT”) in November 2018 who holds the land use rights of Property B located on Shanghai Chongming. Asset B has been transferred to Properties and equipment, net Properties and equipment, net On April 16, 2019 the Company entered into a Business Project Investment Agreement (the “Acquisition Agreement”) with Palau Asia-Pacific International Aviation and Travel Agency consisting of Palau Asia Pacific Air Management Limited, Global Tourism Management Limited and Global (Guangzhou) Tourism Service Co., Ltd. (collectively the “Project Company”) pursuant to which it will acquire 51% of the issued and outstanding capital stock of Project Company for $8,000,000, representing 49% of the Project Company’s dividend distribution, voting rights and liquidation interest of assets. The Project Company will remain the main operator of the existing business. The $8,000,000 will be paid as follows: $3,000,000 on or before April 27, 2019; $2,000,000 on or before June 30, 2019 and $3,000,000 on or before September 30, 2019. As of December 31, 2019, the Company made a $3,000,000 payment. On November 2019, the Project Company suspended their operation due to the unfavorable operation result and no reinstate plan as of the reporting date given the critical social circumstances in Asia, especially in China. We cannot be assured that the transaction will be completed as intended. |
Properties and Equipment, Net
Properties and Equipment, Net | 6 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Properties and Equipment, Net | 5. Properties and Equipment, net December 31, June 30, 2019 2019 Land use rights and land use rights improvements $ 5,592,557 $ 5,699,429 Furniture and office equipment 9,354 10,039 Accumulated depreciation (191,223 ) (117,629 ) $ 5,410,688 $ 5,591,839 Capitalized software $ 146,710 $ 146,710 For the three months ended December 31, 2019 and 2018, the Company recorded $36,377 and $63,110, respectively, and $73,791 and $63,450 for the six months ended December 31, 2019 and 2018. |
Capital Stock
Capital Stock | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | 6. Capital Stock As of December 31, 2019, the total issued and outstanding capital stocks was 139,314,416 common shares with a par value of $0.001 per common share. No additional stock issued for three months and six months ended December 31, 2019. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 7. Segment Information The Company operates in one industry segment, being the senior housing and retirement services through its wholly owned subsidiary in China. As of December 31, 2019, the subsidiary had an amount of $14,797,701 in total assets, excluding inter-company balances, and it generated $440,508 and $137,423 for the three month ended December 31, 2018, and $612,684 and $179,205 for the six months ended December 31, 2019 and 2018, respectively, in revenue. There was no revenue generated from inter-company transactions. |
Commitments
Commitments | 6 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments The Company entered into the APA to acquire two properties in Shanghai totaling RMB 233,000,000. Payments of $25,011,434 (RMB 175,000,000) have been made through December 31, 2019. Due to the seller of the asset is involved in several lawsuits that have resulted in rulings to restrict transfer of certain assets under this purchase agreement by Shanghai local district courts, the Company has decided not to make any further payments until the asset is free of the restrictions. The Company has no knowledge of when the restrictions will be lifted by the courts. Therefore, the Company has decided not to make any further payments until the asset is free of the restrictions by the end of November 2019. On November 29, 2019, the Company entered a Letter of Understanding regarding the APA with the seller: 1) the Company shall pay RMB4,000,000 immediately upon signing the agreement, and 2) shall arrange the payments of the remaining balance incorporated with the seller’s schedules of external debt settlements in order to lift the courts’ restrictions. As of December 31, 2019, total $19,618,955 (RMB135,870,000) payments were made for Asset A and the remaining balance is $2,696,947 (RMB18,870,000). |
Subsequent Event
Subsequent Event | 6 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | 9. Subsequent Event None. |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Policies) | 6 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Shanghai Hongfu Health Management Ltd. All inter-company balances have been eliminated upon consolidation. The Company’s fiscal year end is June 30. |
Foreign Currency Translation | Foreign currency translation The United States dollar (“USD”) is the Company’s reporting currency. The Company’s wholly owned subsidiary, Shanghai Hongfu Health Management Ltd. is located in China. The net sales generated, and the related expenses directly incurred from the operations are denominated in local currency, Renminbi (“RMB”). The functional currency of the subsidiary is generally the same as the local currency. Assets and liabilities measured in RMB are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive income (loss) in its consolidated balance sheets. Income and expense accounts are translated at the average exchange rate for the period. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Certain amounts in prior periods have been reclassified to conform with current period presentation. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842) “Leases.” Topic 842 supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840 “Leases.” Under Topic 842, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. Leases will continue to be classified as either finance or operating. Topic 842 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2018 with early adoptions permitted. The Company adopted the new standard July 1, 2019. As part of the adoption of ASU 2016-02, the Company made an accounting policy election that will not recognizing leases with an initial term of 12 months or less on the consolidated balance sheet. As of September 30, 2019, the Company only has one month-to-month office lease with monthly rent of $1,020. The adoption of this new accounting standard did not have an effect on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2019. The Company does not anticipate this amendment to have a significant impact on the consolidated financial statements. On August 28, 2018, the FASB issued ASU No. 2018-13 to improve the effectiveness of disclosures about fair value measurements required under ASC 820 as part of its disclosure framework project, which has an objective and primary focus to improve the effectiveness of disclosures in the notes to financial statements. The ASU amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures. The new ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements. |
Restatement (Tables)
Restatement (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restated Consolidated Statement of Operations | Restated Consolidated Statement (Adjusted Line Items) as follows: Three months ended December 31 As previously reported As restated Change Foreign exchange loss (1) $ 28,244 $ — $ 28,244 Foreign currency transaction loss — 460,133 (460,133 ) Net impact to net loss $ 28,244 $ 460,133 $ (460,133 ) EPS effect due to restatement: Weighted average number of common shares 137,924,832 EPS amount decreased $ (0.003 ) Six months ended December 31 As previously reported As restated Change Stock based compensation $ 27,125,714 $ — $ 27,125,714 Website development 68,613 — 68,613 Foreign exchange loss (1) 310,726 — 310,726 Foreign currency transaction loss — 460,133 (460,133 ) Net impact to net loss $ 27,505,053 $ 460,133 $ 27,044,920 EPS effect due to restatement: Weighted average number of common shares 120,763,715 EPS amount increased $ 0.224 (1): This amount reclassified to other comprehensive loss. |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Fair Value of Asset | A summary of fair value of the asset as following: Description Location Amount (1) Amount (in dollars) (in RMB) Building and building improvements and land use rights Shanghai Pudong New Area Zhangjiang Ziwei Rd No. 372 and No. 376. 30,778,879 193,870,000 Land use rights Shanghai Chongming District San Shuang Gong Lu No. 4797. 6,212,294 39,130,000 36,991,173 233,000,000 (1) The exchange rate of 0.1587 was used to translate the RMB amounts at purchase date. |
Properties and Equipment, Net (
Properties and Equipment, Net (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Properties and Equipment, Net | December 31, June 30, 2019 2019 Land use rights and land use rights improvements $ 5,592,557 $ 5,699,429 Furniture and office equipment 9,354 10,039 Accumulated depreciation (191,223 ) (117,629 ) $ 5,410,688 $ 5,591,839 Capitalized software $ 146,710 $ 146,710 |
Nature and Continuance of Ope_3
Nature and Continuance of Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | [1] | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net loss | $ (118,657) | $ (940,751) | $ (268,759) | $ (1,053,157) | |||
Working capital | $ (3,258,494) | $ (3,258,494) | $ (1,412,674) | ||||
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Restatement (Details Narrative)
Restatement (Details Narrative) - USD ($) | Sep. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Share issued during period | ||||||||
Stock-based compensation | $ 27,125,714 | $ 27,125,714 | $ 27,125,714 | |||||
Foreign currency transactions | $ (460,133) | [1] | (460,133) | [1] | ||||
Vendor [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Payment for related party | $ 68,613 | |||||||
Chinese Company [Member] | Private Placement [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Share issued during period | 41,731,867 | |||||||
Shares issued, price per share | $ 0.15 | $ 0.80 | $ 0.80 | |||||
Proceeds from private placement | $ 6,259,780 | |||||||
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Restatement - Schedule of Resta
Restatement - Schedule of Restated Consolidated Statement of Operations - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stock based compensation | $ 27,125,714 | $ 27,125,714 | $ 27,125,714 | |||||
Website development | 68,613 | |||||||
Foreign exchange loss | [1] | 28,244 | 310,726 | |||||
Foreign currency transaction loss | (460,133) | [2] | (460,133) | [2] | ||||
Net impact to net income | $ (118,657) | $ (940,751) | [2] | $ (268,759) | $ (1,053,157) | [2] | ||
Weighted average number of common shares | 139,314,416 | 137,924,832 | [2] | 139,314,416 | 120,763,715 | [2] | ||
EPS amount increased (decreased) | $ (0.001) | $ (0.004) | [2] | $ 0 | $ (0.009) | [2] | ||
Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stock based compensation | $ 27,125,714 | |||||||
Website development | 68,613 | |||||||
Foreign exchange loss | [1] | $ 28,244 | 310,726 | |||||
Foreign currency transaction loss | ||||||||
Net impact to net income | 28,244 | 27,505,053 | ||||||
As Restated [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stock based compensation | ||||||||
Website development | ||||||||
Foreign exchange loss | [1] | |||||||
Foreign currency transaction loss | 460,133 | 460,133 | ||||||
Net impact to net income | $ 460,133 | $ 460,133 | ||||||
[1] | This amount reclassified to other comprehensive loss. | |||||||
[2] | For discussion on the restatements, see consolidated financial statements 2 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Nov. 30, 2018USD ($) | Jul. 31, 2018USD ($) | Jul. 31, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Jun. 30, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Receivable from related parties | $ 165,790 | $ 168,958 | ||||||
Payable to related parties | 3,630,008 | 2,207,742 | ||||||
Capitalized development cost | 146,710 | $ 146,710 | ||||||
Advance of loans to a related party | $ 5,760,351 | [1] | ||||||
Borrowed from related party | $ 1,260,613 | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment for management fee | $ 55,892 | 50,000 | ||||||
Zhonghuaai Wufu (Shanghai) Hotel Management Ltd [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advance of loans to a related party | $ 4,360,971 | |||||||
Debt interest rate | 4.35% | 4.35% | ||||||
RMB [Member] | Zhonghuaai Wufu (Shanghai) Hotel Management Ltd [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advance of loans to a related party | ¥ | ¥ 30,000,000 | |||||||
Service Agreement [Member] | CEO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party, transaction amount | $ 172,600 | |||||||
Service Agreement [Member] | RMB [Member] | CEO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party, transaction amount | ¥ | ¥ 1,185,000 | |||||||
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) | Nov. 29, 2019CNY (¥) | Jun. 30, 2019USD ($) | Apr. 27, 2019USD ($) | Apr. 16, 2019USD ($) | Apr. 02, 2018USD ($) | Apr. 02, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Additional payments | $ 1,576,832 | |||||||||
RMB [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Additional payments | ¥ | ¥ 12,000,000 | |||||||||
Assets A [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment for assets acquired | 19,618,955 | |||||||||
Assets A [Member] | RMB [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment for assets acquired | ¥ | ¥ 135,870,000 | |||||||||
Assets B [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Depreciation of assets | $ 73,971 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment for assets acquired | 25,011,434 | |||||||||
Asset Purchase Agreement [Member] | RMB [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment for assets acquired | ¥ | ¥ 175,000,000 | |||||||||
Payments to acquire business | ¥ | ¥ 4,000,000 | |||||||||
Asset Purchase Agreement [Member] | Land, Buildings, Construction and Other Property Rights [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 36,991,173 | |||||||||
Exchange rate | 0.1587 | 0.1587 | ||||||||
Asset Purchase Agreement [Member] | Land, Buildings, Construction and Other Property Rights [Member] | RMB [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | ¥ | ¥ 2,330,000,000 | |||||||||
Acquisition Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment for assets acquired | $ 3,000,000 | |||||||||
Acquisition Agreement [Member] | Project Company [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, description | On April 16, 2019 the Company entered into a Business Project Investment Agreement (the "Acquisition Agreement") with Palau Asia-Pacific International Aviation and Travel Agency consisting of Palau Asia Pacific Air Management Limited, Global Tourism Management Limited and Global (Guangzhou) Tourism Service Co., Ltd. (collectively the "Project Company") pursuant to which it will acquire 51% of the issued and outstanding capital stock of Project Company for $8,000,000, representing 49% of the Project Company's dividend distribution, voting rights and liquidation interest of assets. | |||||||||
Business acquisition, percentage of voting interests acquired | 51.00% | |||||||||
Business acquisition, equity interest issued or issuable value assigned | $ 8,000,000 | |||||||||
Business acquisition, payment for interest acquired | $ 2,000,000 | $ 3,000,000 |
Asset Acquisition - Summary of
Asset Acquisition - Summary of Fair Value of Asset (Details) | Apr. 02, 2018USD ($) | Apr. 02, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | [1] | |
Business Acquisition [Line Items] | ||||||
Payments for purchase of assets | $ 5,687,445 | |||||
Asset Purchase Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments for purchase of assets | [2] | $ 36,991,173 | ||||
Asset Purchase Agreement [Member] | RMB [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments for purchase of assets | ¥ | ¥ 233,000,000 | |||||
Asset Purchase Agreement [Member] | Asset A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, description | Builing and building imrpovements and land use rights | Builing and building imrpovements and land use rights | ||||
Location | Shanghai Pudong New Area Zhangjiang Ziwei Rd No. 372 and No. 376. | Shanghai Pudong New Area Zhangjiang Ziwei Rd No. 372 and No. 376. | ||||
Payments for purchase of assets | [2] | $ 30,778,879 | ||||
Asset Purchase Agreement [Member] | Asset A [Member] | RMB [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments for purchase of assets | ¥ | ¥ 193,870,000 | |||||
Asset Purchase Agreement [Member] | Asset B [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, description | Land use rignts | Land use rignts | ||||
Location | Shanghai Chongming District San Shuang Gong Lu No. 4797. | Shanghai Chongming District San Shuang Gong Lu No. 4797. | ||||
Payments for purchase of assets | [2] | $ 6,212,294 | ||||
Asset Purchase Agreement [Member] | Asset B [Member] | RMB [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments for purchase of assets | ¥ | ¥ 39,130,000 | |||||
[1] | For discussion on the restatements, see consolidated financial statements 2 | |||||
[2] | The exchange rate of 0.1587 was used to translate the RMB amounts at purchase date. |
Properties and Equipment, Net_2
Properties and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization | $ 36,377 | $ 63,110 | [1] | $ 73,971 | $ 63,450 | [1] |
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Properties and Equipment, Net -
Properties and Equipment, Net - Schedule of Properties and Equipment, Net (Details) - USD ($) | Dec. 31, 2019 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (191,223) | $ (117,629) |
Properties and equipment, net | 5,410,688 | 5,591,839 |
Capitalized software | 146,710 | 146,710 |
Land Use Rights and Land Use Rights Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment | 5,592,557 | 5,699,429 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment | $ 9,354 | $ 10,039 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | |
Equity [Abstract] | |||
Common stock, shares issued | 139,314,416 | 139,314,416 | 139,314,416 |
Common stock, shares outstanding | 139,314,416 | 139,314,416 | 139,314,416 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Share issued during period |
Segment Information (Details Na
Segment Information (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | [1] | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||||
Total assets | $ 28,648,498 | $ 28,648,498 | $ 27,706,848 | ||||
Revenue | 440,508 | $ 137,423 | 612,684 | $ 179,205 | |||
Inter-company Transactions [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | |||||||
Subsidiary [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Total assets | $ 14,797,701 | $ 14,797,701 | |||||
[1] | For discussion on the restatements, see consolidated financial statements 2 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Nov. 29, 2019CNY (¥) | Apr. 02, 2018USD ($) | Apr. 02, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | [1] | Dec. 31, 2019CNY (¥) | |
Payments to acquire properties purchased | $ | $ 5,687,445 | ||||||||
Assets A [Member] | |||||||||
Payment for assets acquired | $ | 19,618,955 | ||||||||
Assets A [Member] | RMB [Member] | |||||||||
Payment for assets acquired | ¥ 135,870,000 | ||||||||
Asset Purchase Agreement [Member] | |||||||||
Payments to acquire properties purchased | $ | [2] | $ 36,991,173 | |||||||
Payment for assets acquired | $ | 25,011,434 | ||||||||
Asset Purchase Agreement [Member] | RMB [Member] | |||||||||
Payments to acquire properties purchased | ¥ 233,000,000 | ||||||||
Payments to acquire business | ¥ 4,000,000 | ||||||||
Payment for assets acquired | 175,000,000 | ||||||||
Asset Purchase Agreement [Member] | Two Properties [Member] | Shanghai [Member] | |||||||||
Payments to acquire properties purchased | $ | 25,011,434 | ||||||||
Asset Purchase Agreement [Member] | Two Properties [Member] | Shanghai [Member] | RMB [Member] | |||||||||
Purchase price | ¥ 233,000,000 | ||||||||
Payments to acquire properties purchased | ¥ 175,000,000 | ||||||||
Asset Purchase Agreement [Member] | Assets A [Member] | Shanghai [Member] | |||||||||
Payment for assets acquired | $ | 19,618,955 | ||||||||
Remaining balance payable | $ | $ 2,696,947 | ||||||||
Asset Purchase Agreement [Member] | Assets A [Member] | Shanghai [Member] | RMB [Member] | |||||||||
Payment for assets acquired | 135,870,000 | ||||||||
Remaining balance payable | ¥ 18,870,000 | ||||||||
[1] | For discussion on the restatements, see consolidated financial statements 2 | ||||||||
[2] | The exchange rate of 0.1587 was used to translate the RMB amounts at purchase date. |