Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 12, 2019 | |
Details | ||
Registrant Name | Trafalgar Resources, Inc. | |
Registrant CIK | 1,310,630 | |
SEC Form | 10-Q | |
Period End date | Dec. 31, 2018 | |
Fiscal Year End | --09-30 | |
Trading Symbol | tflg | |
Tax Identification Number (TIN) | 910,974,149 | |
Number of common stock shares outstanding | 5,251,309 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State Country Name | Utah |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
CURRENT ASSETS | ||
Cash | $ 0 | $ 0 |
Prepayment | 0 | 0 |
TOTAL CURRENT ASSETS | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
CURRENT LIABILITIES | ||
Accounts payable | 632 | 3,959 |
Interest payable - related party | 0 | 0 |
Income taxes payable | 100 | 100 |
Amount due to a related party | 23,093 | 14,000 |
Note Payable - Related Party - Current | 0 | 0 |
TOTAL CURRENT LIABILITIES | 23,825 | 18,059 |
LONG-TERM LIABILITIES | ||
TOTAL LIABILITIES | 23,825 | 18,059 |
STOCKHOLDERS' DEFICIT | ||
Common stock no par value, 100,000,000 shares authorized, 5,251,309 shares issued and outstanding | 137,413 | 137,413 |
Other reserve | 350,547 | 350,547 |
Accumulated deficit | (511,785) | (506,019) |
TOTAL STOCKHOLDERS' DEFICIT | (23,825) | (18,059) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
BALANCE SHEETS - Parenthetical
BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Details | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 5,251,309 | 5,251,309 |
Common Stock, Shares, Outstanding | 5,251,309 | 5,251,309 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Income | $ 0 | $ 0 |
Cost of Sales | 0 | 0 |
Gross Profit | 0 | 0 |
Operating expenses: | ||
General and administrative | 5,766 | 6,001 |
Total operating expenses | 5,766 | 6,001 |
Operating loss | (5,766) | (6,001) |
Interest expense to a related party | 0 | (6,650) |
Loss before income taxes | (5,766) | (12,651) |
Provision for income taxes | 0 | 0 |
Net loss | $ (5,766) | $ (12,651) |
Net loss per common share Basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding basic and diluted | 5,251,309 | 5,251,309 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,766) | $ (12,651) |
Decrease (increase) in Prepayment | 0 | 833 |
Increase in accounts payable | (3,327) | 0 |
(Decrease) increase in Interest payable | 0 | 6,650 |
Increase in amount due to a related party | 9,093 | 0 |
Net cash used in operating activities | 0 | (5,168) |
Cash flows from investing activities | 0 | 0 |
Net cash provided by financing activites | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | (5,168) |
CASH, at beginning of period | 0 | 15,140 |
CASH, at end of period | 0 | 9,972 |
Supplemental disclosure of cash flow information | ||
Interest paid | 0 | 0 |
Taxes paid | $ 0 | $ 0 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Dec. 31, 2018 | |
Notes | |
Nature of Operations and Basis of Presentation | NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION Trafalgar Resources, Inc. (the "Company") was incorporated under the laws of the State of Utah on October 25, 1972. The Company has not commenced operations that have resulted in significant revenue and the Company's efforts have been devoted primarily to activities related to raising capital and attempting to acquire an operating entity. Basis of Presentation The financial statements present the balance sheets, statements of operations and 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. Unaudited Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SFC, 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 three months ended December 31, 2018, have been made. Operating results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019. They do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. NOTE 2 SIGNIFICANT ACCOUTING POLICIES Net Loss per Common Share Loss per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. 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 December 31, 2018. 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. Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. The Companys financial instruments consist of accounts payable and amount due to a related party. The carrying amount of these financial instruments approximated fair value due to the length of maturity or interest rates that approximate prevailing market rates. Use of estimates The presentation of 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 managements estimates or assumptions. Recently Issued Accounting Pronouncements The Company has reviewed Accounting Standards Updates (ASU) through ASU No. 2018-05, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. |
Going Concern
Going Concern | 3 Months Ended |
Dec. 31, 2018 | |
Notes | |
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 $511,785 as of December 31, 2018. Further losses are anticipated in the development of its business raising substantial doubt about the Companys ability to continue as a going concern. 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 seek new capital from a related part to provide needed funds. These financials do not include any adjustments relating to the amounts and classifications of liabilities that might result from this uncertainty. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2018 | |
Notes | |
Related Party Transactions | NOTE 4: RELATED PARTY TRANSACTIONS All the twelve notes owed to Anthony Brandon Escobar, the former president of the Company (the Former President), have been waived during the year ended September 30, 2018. An aggregated principal and interest of $ $350,547 has been waived, while the Former President draw the cash $13,392. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2018 | |
Notes | |
Income Taxes | NOTE 5: 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 2015, 2016 and 2017 are open for examination by taxing authorities. The income tax expense (benefit) for the period ended December 31, 2018 differs from the amount computed using the federal statutory rates as follows: Three months Ended December 31, 2018 Three months Ended December 31, 2017 Income tax expense (benefit) at Federal tax rate of 21% for 2018 and 35% for 2017 $ (1,211) $ (4,428) Effect of rate changes on deferred tax assets and valuation allowance 807 - Valuation allowance 404 4,428 Total - - On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. Deferred tax assets for the quarter ended December 31, 2018 are comprised primarily of the following: December 31, 2018 Net Operating Loss Carryforward 60,270 Valuation Allowance (60,270) Total deferred tax asset $ - At December 31, 2018, the Company had a net operating loss carry forward of approximately $287,000 that may be offset against future taxable income through 2038. These losses will start to expire in the year 2019 through 2038. 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 valuation allowance increased during the period ended December 31, 2018 by approximately $1,300 due to changes in enacted tax rates related to the Tax Act as mentioned above. Deferred tax assets related to operating loss carryforwards increased by approximately $1,300 due to the Tax Act. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2018 | |
Notes | |
Subsequent Events | NOTE 6: SUBSEQUENT EVENTS On January 23, 2019, the Company entered into an Agreement and Plan of Merger (the Agreement) with China Foods Holdings Ltd., a Delaware corporation (China Foods), pursuant to which the Company will merge with and into China Foods (the Merger). The purpose of the Merger is to change the Companys jurisdiction of incorporation from Utah to Delaware, which the Companys management and board of directors believe is a more favorable domicile for the Company to pursue its new strategy of development and distribution of health related products, including supplements, across the globe, with a focus on opportunities in mainland China, Europe, and Australia. The Companys majority stockholder who owns 5,000,000 China Foods was incorporated on January 10, 2019, for the sole purpose of facilitating the Companys reincorporation in Delaware. China Foods currently has no business operations. The Merger will result in the surviving corporation being known as China Foods Holdings Ltd., and the Company being governed by the Delaware General Corporation Law (the DGCL) and by the Certificate of Incorporation and Bylaws of China Foods. The title to all the Companys assets will be vested in the surviving entity, China Foods, and China Foods will assume all of the liabilities of the Company. The Merger will become effective as soon as practicable, but in no event sooner than 20 days after our mailing of this Information Statement to our stockholders, which we expect to occur on or around March 5, 2019. At the effective time of the Merger, each share of the Companys common stock will be converted into one share of China Foodss common stock. After the Merger, the rights the Companys stockholders will have will be the rights provided in the Agreement, China Foodss Certificate of Incorporation and Bylaws and under Title 8, Chapter 1 of the DGCL. The Companys current director, Kong Xiao Jun, will be appointed as a director of China Foods. Yunsi Liu, the director of China Foods will remain a director of China Foods. The Companys current Chief Executive Officer and Chief Financial Officer, Kong Xiao Jun, will be appointed as Chief Executive Officer and Chief Financial Officer of China Foods. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Policies | |
Basis of Presentation | Basis of Presentation The financial statements present the balance sheets, statements of operations and 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. Unaudited Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SFC, 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 three months ended December 31, 2018, have been made. Operating results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019. They do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. |
Net Loss Per Share of Common Stock | NOTE 2 SIGNIFICANT ACCOUTING POLICIES Net Loss per Common Share Loss per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. 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 December 31, 2018. |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. The Companys financial instruments consist of accounts payable and amount due to a related party. The carrying amount of these financial instruments approximated fair value due to the length of maturity or interest rates that approximate prevailing market rates. |
Use of Estimates | Use of estimates The presentation of 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 managements estimates or assumptions. |
New Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has reviewed Accounting Standards Updates (ASU) through ASU No. 2018-05, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | Three months Ended December 31, 2018 Three months Ended December 31, 2017 Income tax expense (benefit) at Federal tax rate of 21% for 2018 and 35% for 2017 $ (1,211) $ (4,428) Effect of rate changes on deferred tax assets and valuation allowance 807 - Valuation allowance 404 4,428 Total - - |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2018 Net Operating Loss Carryforward 60,270 Valuation Allowance (60,270) Total deferred tax asset $ - |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Details) | Dec. 31, 2018USD ($) |
Details | |
Deferred Tax Assets, Valuation Allowance, Current | $ 0 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Details | ||
Accumulated deficit | $ 511,785 | $ 506,019 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Details | ||
Other reserve | $ 350,547 | $ 350,547 |
Related Party Transaction, Amounts of Transaction | $ 13,392 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Income Tax Expense (benefit) | $ (1,211) | $ (4,428) |
Effect of rate changes on deferred tax assets and valuation allowance | 807 | 0 |
Valuation allowance | 404 | 4,428 |
Provision for income taxes | 0 | $ 0 |
Net Operating Loss Carryforward | 60,270 | |
Valutation allowance | (60,270) | |
Total deferred tax asset | 0 | |
NOL Carryforward | 287,000 | |
Change in valuation allowance | $ 1,300 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Details | ||
Majority Stockholder Shares | 5,000,000 | |
Common Stock, Shares, Outstanding | 5,251,309 | 5,251,309 |