Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | China Foods Holdings Ltd. | |
Entity Central Index Key | 0001310630 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,252,309 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Bank balance | $ 7,198 | $ 12,328 |
Total Current Assets | 7,198 | 12,328 |
TOTAL ASSETS | 7,198 | 12,328 |
Current Liabilities | ||
Other payables | 6,958 | 6,633 |
Income taxes payable | 100 | 100 |
Amount due to a director | 580,697 | 92,122 |
Amount due to the holding company | 571,669 | 30,000 |
Total Current Liabilities and Total Liabilities | 159,424 | 128,855 |
Stockholders' Deficit | ||
Common stock ($0.0001 par value, 100,000,000 shares authorized, 5,252,309 shares issued and outstanding) | 525 | 525 |
Additional paid-in capital | 136,988 | 136,988 |
Other reserve | 350,547 | 350,547 |
Accumulated deficit | (640,286) | (604,587) |
Total Stockholders' Deficit | (152,226) | (116,527) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 7,198 | $ 12,328 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,252,309 | 5,252,309 |
Common stock, shares outstanding | 5,252,309 | 5,252,309 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||||
Income | |||||
Cost of sales | |||||
Gross profit | |||||
General and administrative expense | 23,829 | 44,643 | 35,699 | 68,116 | |
Loss before income taxes | (23,829) | (44,643) | (35,699) | (68,116) | |
Provision for income taxes | |||||
Net loss | $ (23,829) | $ (44,643) | $ (35,699) | $ (68,116) | |
Net loss per common share Basic and diluted | [1] | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average number of common share Basic and diluted | 5,252,309 | 5,252,309 | 5,252,309 | 5,252,309 | |
[1] | denotes net loss per common share of less than $0.01 per share. |
Statements of Shareholders' Def
Statements of Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Merger Reserve [Member] | [1] | Other Reserve [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2018 | $ 137,413 | $ 350,547 | [2] | $ (511,785) | $ (23,825) | |||
Balance, shares at Dec. 31, 2018 | 5,251,309 | |||||||
Merger transaction | $ (136,888) | 136,988 | [2] | 100 | ||||
Merger transaction, shares | 1,000 | |||||||
Net loss for the period | [2] | (23,473) | (23,473) | |||||
Balance at Mar. 31, 2019 | $ 525 | 136,988 | 350,547 | [2] | (535,258) | (47,198) | ||
Balance, shares at Mar. 31, 2019 | 5,252,309 | |||||||
Balance at Dec. 31, 2018 | $ 137,413 | 350,547 | [2] | (511,785) | (23,825) | |||
Balance, shares at Dec. 31, 2018 | 5,251,309 | |||||||
Net loss for the period | (68,116) | |||||||
Balance at Jun. 30, 2019 | $ 525 | 136,988 | 350,547 | [2] | (579,901) | (91,841) | ||
Balance, shares at Jun. 30, 2019 | 5,252,309 | |||||||
Balance at Mar. 31, 2019 | $ 525 | 136,988 | 350,547 | [2] | (535,258) | (47,198) | ||
Balance, shares at Mar. 31, 2019 | 5,252,309 | |||||||
Net loss for the period | (44,643) | (44,643) | ||||||
Balance at Jun. 30, 2019 | $ 525 | $ 136,988 | 350,547 | [2] | (579,901) | (91,841) | ||
Balance, shares at Jun. 30, 2019 | 5,252,309 | |||||||
Balance at Dec. 31, 2019 | $ 525 | $ 136,988 | 350,547 | (604,587) | (116,527) | |||
Balance, shares at Dec. 31, 2019 | 5,252,309 | |||||||
Net loss for the period | (11,870) | (11,870) | ||||||
Balance at Mar. 31, 2020 | $ 525 | 136,988 | 350,547 | (616,457) | (128,397) | |||
Balance, shares at Mar. 31, 2020 | 5,252,309 | |||||||
Balance at Dec. 31, 2019 | $ 525 | 136,988 | 350,547 | (604,587) | (116,527) | |||
Balance, shares at Dec. 31, 2019 | 5,252,309 | |||||||
Net loss for the period | (35,699) | |||||||
Balance at Jun. 30, 2020 | $ 525 | 136,988 | 350,547 | (640,286) | (152,226) | |||
Balance, shares at Jun. 30, 2020 | 5,252,309 | |||||||
Balance at Mar. 31, 2020 | $ 525 | 136,988 | 350,547 | (616,457) | (128,397) | |||
Balance, shares at Mar. 31, 2020 | 5,252,309 | |||||||
Net loss for the period | (23,829) | (23,829) | ||||||
Balance at Jun. 30, 2020 | $ 525 | $ 136,988 | $ 350,547 | $ (640,286) | $ (152,226) | |||
Balance, shares at Jun. 30, 2020 | 5,252,309 | |||||||
[1] | Merger reserve represent the difference between the nominal value of the share capital of the merged company and the cost of investment. | |||||||
[2] | Other reserve represent the waiver of an aggregated principal and interest of $350,547 by the president of Trafalgar Resources, Inc. |
Statements of Shareholders' D_2
Statements of Shareholders' Deficit (Parenthetical) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Trafalgar Resources, Inc., [Member] | ||
Aggregated principal and interest amount | $ 350,547 | $ 350,547 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities: | ||||||
Net loss | $ (23,829) | $ (11,870) | $ (44,643) | $ (23,473) | $ (35,699) | $ (68,116) |
Changes in operating assets and liabilities: | ||||||
Increase in other payables | 325 | 4,501 | ||||
Decrease in prepayment | (1,250) | |||||
(Decrease) increase in amount due to a director | (11,425) | 64,865 | ||||
Increase in amount due to the holding company | 41,669 | |||||
NET CASH USED BY OPERATING ACTIVITIES | (5,130) | |||||
NET DECREASE IN CASH | (5,130) | |||||
CASH at beginning of period | $ 12,328 | 12,328 | ||||
CASH at end of period | $ 7,198 | 7,198 | ||||
Supplemental disclosure of cash flow information | ||||||
Interest paid | ||||||
Taxes paid | $ 100 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION China Foods Holdings Ltd. (the “Company”) was incorporated in Delaware on January 10, 2019. On January 23, 2019, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Trafalgar Resources, Inc., a Utah corporation (“Trafalgar”). Pursuant to the Agreement, the Company merged with Trafalgar (the “Merger”) with the Company as the surviving entity. Prior to the Merger, Trafalgar had not commenced operations for several years that had resulted in significant revenue and Trafalgar’s efforts had been devoted primarily to activities related to raising capital and attempting to acquire an operating entity. Prior to the Merger, Trafalgar’s majority stockholder who owned 5,000,000 shares (approximately 95.2%) of the 5,251,309 outstanding shares of Trafalgar’s common stock, par value $0.0001, signed a written consent approving the Merger and the related transactions. Such approval and consent were sufficient under Utah law and Trafalgar’s Bylaws to approve the Merger. The boards of directors and shareholders of the Company and Trafalgar approved the Merger. Pursuant to the Merger, each share of Trafalgar’s common stock was converted into one share of the Company’s common stock. After the Merger, HY (HK) Financial Investments Co., Ltd. owns 5,001,000 shares of common stock of the Company. The Merger was effective on March 13, 2019. On December 11, 2019, the Board of Directors approved a change to its fiscal year-end from September 30 to December 31. As a result of this change, the fiscal year is a 3 months transition period beginning October 1, 2019 through December 31, 2019. Basis of Presentation The financial statements present the balance sheets, statements of operations, statements of shareholders’ deficit and statements of cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”). Unaudited Financial Statements The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instruction to Form 10-Q and Article 8 of Regulation S-X. In the opinion of Management, all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the six months ended June 30, 2020, have been made. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. They do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUTING POLICIES Net Loss per Common Share Loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the reporting period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2020. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740-10-05, “Accounting for Income Taxes”. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. A valuation allowance has currently been recorded to reduce our deferred tax asset to $0. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Fair Value of Financial Instruments Use of Estimates The presentation of the condensed financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern and valuation allowance on deferred income tax. Operating results in the future could vary from the amounts derived from management’s estimates or assumptions. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 - GOING CONCERN The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses resulting in an accumulated deficit of $640,286 and net stockholders’ deficit of $152,226 as of June 30, 2020, and has negative cash flow from operations. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to see new capital from director and the holding company to provide needed funds. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might result from this uncertainty. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 4 – INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards 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. Income tax periods 2017, 2018 and 2019 are open for examination by taxing authorities. The income tax expense for the period ended June 30, 2020 differs from the amount computed using the federal statutory rates as follows: Six months ended Six months ended (Unaudited) (Unaudited) Income tax benefit at Federal tax rate of 21% for 2020 and 2019 $ (7,497 ) $ (14,304 ) Valuation allowance 7,497 14,304 - - At June 30, 2020 the Company had a net operating loss carry forward. These losses will start to expire in the year 2020 through 2039. No tax benefit has been reported in the financial statements because the Company believes that it is more likely than not that the carryforwards will expire unused. The utilization of future losses may be limited under various provisions of the Internal Revenue Code pertaining to continuity of business operations limits and substantial changes in ownership. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. The Company has no tax positions at June 30, 2020 and December 31, 2019 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Amount Due to a Director _ The
Amount Due to a Director / The Holding Company | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Amount Due to a Director / The Holding Company | NOTE 5 - AMOUNT DUE TO A DIRECTOR / THE HOLDING COMPANY June 30,2020 December 31,2019 $ $ (Unaudited) (Audited) Amount due to a director Mr. Kong Xiao Jun 80,697 92,122 Amount due to the holding company HY (HK) Financial Investments Co., Ltd. 71,669 30,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6: SUBSEQUENT EVENTS On June 8, 2020, the Company executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited(“ECGL”), a private limited company incorporated under the laws of British Virgin Islands, and the shareholders of ECGL. Pursuant to the Share Exchange Agreement, the Company purchased Fifty Thousand (50,000) shares of ECGL (the “ECGL Shares”), representing all of the issued and outstanding shares of common stock of ECGL. As consideration, the Company agreed to issue to the shareholders of ECGL Fifteen Million (15,000,000) shares of the Company’s common stock, at a value of US$0.32 per share, for an aggregate value of US$4,800,000. On July 9, 2020, the Company completed the acquisition of ECGL. As a result of the acquisition, the Company is no longer a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Ms. Yang Liu resigned from her position as a director and Ms. Cheng Ni Hu was appointed to fill the vacancy caused by Ms. Yang Liu’s resignation. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Net Loss Per Common Share | Net Loss per Common Share Loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the reporting period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740-10-05, “Accounting for Income Taxes”. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. A valuation allowance has currently been recorded to reduce our deferred tax asset to $0. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Use of Estimates | Use of Estimates The presentation of the condensed financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern and valuation allowance on deferred income tax. Operating results in the future could vary from the amounts derived from management’s estimates or assumptions. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The income tax expense for the period ended June 30, 2020 differs from the amount computed using the federal statutory rates as follows: Six months ended Six months ended (Unaudited) (Unaudited) Income tax benefit at Federal tax rate of 21% for 2020 and 2019 $ (7,497 ) $ (14,304 ) Valuation allowance 7,497 14,304 - - |
Amount Due to a Director _ Th_2
Amount Due to a Director / The Holding Company (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Due to Related Party Transactions | June 30,2020 December 31,2019 $ $ (Unaudited) (Audited) Amount due to a director Mr. Kong Xiao Jun 80,697 92,122 Amount due to the holding company HY (HK) Financial Investments Co., Ltd. 71,669 30,000 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details Narrative) - $ / shares | Jan. 23, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, shares outstanding | 5,252,309 | 5,252,309 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
HY (HK) Financial Investments Co., Ltd [Member] | |||
Conversion of common stock description | Each share of Trafalgar's common stock was converted into one share of the Company's common stock. | ||
Number of shares owned for common stock | 5,001,000 | ||
Agreement [Member] | Trafalgar Resources, Inc., [Member] | |||
Number of shares owned majority shareholder | 5,000,000 | ||
Ownership percentage | 95.20% | ||
Common stock, shares outstanding | 5,251,309 | ||
Common stock, par value | $ 0.0001 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details Narrative) | Jun. 30, 2020USD ($) |
Accounting Policies [Abstract] | |
Deferred tax valuation allowance | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accumulated deficit | $ (640,286) | $ (604,587) | ||||
Stockholders' deficit, net | $ (152,226) | $ (128,397) | $ (116,527) | $ (91,841) | $ (47,198) | $ (23,825) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax expired date | Expire in the year 2020 through 2039 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit at Federal tax rate of 21% for 2020 and 2019 | $ (7,497) | $ (14,304) | ||
Valuation allowance | 7,497 | 14,304 | ||
Income tax expense |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Income Tax Expense (Details) (Parenthetical) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal tax rate percentage | 21.00% | 21.00% |
Amount Due to a Director _ Th_3
Amount Due to a Director / The Holding Company - Schedule of Due to Related Party Transactions (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Due to related party | $ 580,697 | $ 92,122 |
Mr. Kong Xiao Jun [Member] | ||
Due to related party | 80,697 | 92,122 |
HY (HK) Financial Investments Co., Ltd [Member] | ||
Due to related party | $ 71,669 | $ 30,000 |
Subsequents Events (Details Nar
Subsequents Events (Details Narrative) - Share Exchange Agreement [Member] - Elite Creation Group Limited [Member] - Common Stock [Member] | Jun. 08, 2020USD ($)$ / sharesshares |
Number of shares acquired in an agreement | 50,000 |
Shares issued as a consideration on acquisition | 15,000,000 |
Share price per share | $ / shares | $ 0.32 |
Aggregate value of shares issued as a consideration on acquisition | $ | $ 4,800,000 |