Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 29, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Central Index Key | 1,363,343 | ||
Entity Registrant Name | USA Zhimingde International Group Corp | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 497,115 | ||
Entity Common Stock, Shares Outstanding | 1,853,207 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | No | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Liabilities: | ||
Accrued expenses | $ 104,540 | $ 70,150 |
Total current liabilities | 104,540 | 70,150 |
Stockholders' (deficit) (Note 5): | ||
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at December 31, 2015 and 2014 | 1,853 | 1,853 |
Additional paid-in capital | 675,779 | 656,846 |
Deficit | (782,172) | (728,849) |
Total stockholders' (deficit) | $ (104,540) | $ (70,150) |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 1,853,207 | 1,853,207 |
Common Stock, shares outstanding | 1,853,207 | 1,853,207 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses | ||
Professional fees | $ (53,323) | $ (56,650) |
General and administrative | (2,000) | |
Total operating expenses | (53,323) | (58,650) |
Net (loss) | $ (53,323) | $ (58,650) |
(Loss) per common share, basic and diluted | $ (.03) | $ (.03) |
Weighted average shares outstanding, Basic and diluted | 1,853,207 | 1,853,207 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2013 | $ 1,853 | $ 637,846 | $ (670,199) | $ (30,500) |
Capital contributed to support operations | 19,000 | 19,000 | ||
Net loss | (58,650) | |||
Balance, ending at Dec. 31, 2014 | 1,853 | 656,846 | (728,849) | (70,150) |
Capital contributed to support operations | 18,933 | 18,933 | ||
Net loss | (53,323) | (53,323) | ||
Balance, ending at Dec. 31, 2015 | $ 1,853 | $ 675,779 | $ (782,172) | $ (104,540) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net (loss) | $ (53,323) | $ (58,650) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Increase in accrued expenses | 34,390 | 39,650 |
Net cash (used) in operating activities | (18,933) | (19,000) |
Cash Flows from Financing Activities | ||
Capital contributed by stockholder | 18,933 | 19,000 |
Net cash provided by financing activities | $ 18,933 | $ 19,000 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | 1. GENERAL Organization and Business Nature USA Zhimingde International Group Corporation (formerly, Marketing Acquisition Corporation) (the Company) was incorporated on July 26, 1990 in accordance with the laws of the State of Florida as Marketing Educational Corp. On June 13, 2006, the Company was reincorporated by merger in the State of Nevada. The Company was originally formed for the purpose of direct marketing of certain educational materials and photography packages. During 1991, the Company completed a public offering of 150,000 units of common stock, through a Registration Statement on Form S-18 (Registration No.33-37039-A). The Company has had no operations since 1992 and is currently a shell company as defined in Rule 405 under the Securities Act of 1933 (Securities Act) and Rule 12b-2 under the Securities Exchange Act of 1934 (Exchange Act). The Company is defined as a shell company because it has no operations or assets. On December 7, 2012, USA Zhimingde International Group Inc., a New Jersey corporation (Zhimingde Inc.) purchased 1,687,502 shares of the Companys common stock from Halter Financial Investments, L.P., Glenn A. Little and The Halter Group, Inc. pursuant to a Securities Purchase Agreement (the Purchase). Following the Purchase, Zhimingde Inc. owned approximately 91% of the voting securities of the Company. The Purchase resulted in a change in control of the Company. Subsequently, the Company changed its name to USA Zhimingde International Group Corporation effective on February 4, 2013. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | 2. ACCOUNTING POLICIES Basis of Accounting and Presentation The accompanying financial statements have been prepared using the accrual basis in accordance with accounting principles generally accepted in the United States of America. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company does not have any cash or cash equivalents. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the period. Actual results could differ from these estimates. Income Taxes The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 740, Income Taxes (ASC 740), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, and accounting for interest and payables in the financial statements. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of December 31, 2015 and 2014. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date. Net Earnings (Loss) Per Share The Company computes net income (loss) per common share in accordance with FASB ASC 260, Earnings per Share (ASC 260). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period. Potential dilutive shares are not included when the Company has a loss because their inclusion would be antidilutive. Accordingly, the number of weighted average shares outstanding as well as the amount of net (loss) per share are presented for basic and diluted per share calculations for the years ended December 31, 2015 and 2014, reflected in the accompanying statements of operation. There were no dilutive shares outstanding during the year ended December 31, 2015 and 2014. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: · Level 1 - quoted prices in active markets for identical assets or liabilities · Level 2 - inputs other than quoted prices in active markets that are observable either directly or indirectly. · Level 3 - inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accrued expenses, approximated its fair value due to the short maturity of these financial instruments. There were no changes in methods or assumptions during the periods presented. |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | 3. RECENTLY ISSUED ACCOUNTING STANDARDS In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. This accounting standard update is not expected to have a material impact on the Companys financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. This accounting standard update is not expected to have a material impact on the Companys financial statements. In September 2015, the FASB issued Accounting Standards Update (ASU) 2015-16: Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. This accounting standard update is not expected to have a material impact on the Companys financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This Guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. This guidance is effective for annual reporting periods, including interim periods, beginning after December 15, 2015, and is applicable to the Companys fiscal year beginning June 1, 2016. Early adoption is permitted for financial statements not previously issued. This accounting standard update is not expected to have a material impact on the Companys financial statements. In January 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ASU 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20). This ASU addressed the simplification of income statement presentation by eliminating the concept of extraordinary items. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This accounting standard update is not expected to have any impact on the Companys financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective, after the recent FASB deferral ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. This accounting standard update is not expected to have any impact on the Companys financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS During the years ended December 31, 2015 and 2014, the Company received additional capital contributions to support its operations from its major stockholder or its affiliates of $18,933 and $19,000, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 5. INCOME TAXES The provision (benefit) for income taxes consisted of the following for the years ended December 31, 2015 and 2014: 2015 2014 Current $ $ Deferred (22,400 ) (24,633 ) Change in valuation allowance 22,400 24,633 Income tax provision (benefit) $ $ The following table reconciles the effective income tax rates with the statutory rates for the years ended December 31: 2015 2014 U.S. federal statutory rate 42.0 % 42.0 % Change in valuation allowance (42.0 ) (42.0 ) Effective income tax rate % % Deferred tax assets are comprised of the following: December 31, 2015 2014 Net operating loss carryforwards $ 133,600 $ 111,200 Valuation allowance (133,600 ) (111,200 ) Net deferred tax assets $ $ At December 31, 2015, the Company had approximately $318,000 of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2026. Through 2035, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Companys stock ownership activity through December 31, 2012, a change of ownership was deemed to have occurred in 2012. This change of ownership created an annual limitation of substantially all of the Companys net operating losses which are available through 2031. The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Companys losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance increased by $22,400 and $22,633 during the years ended December 31, 2015 and 2014, respectively. The tax years ended December 31, 2012, 2013 and 2014 remain open to examination by the IRS. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern | |
GOING CONCERN | 6. Going concern The Company has not generated any revenue, nor any significant operations during the years ended December 31, 2015 and 2014. The Company does not have any assets as of December 31, 2015. As of December 31, 2015, the Company had a working capital deficiency and a stockholders deficit of $104,540. The Company continues to incur losses from operations and has incurred a net loss of approximately $53,000 and $59,000 during the years ended December 31, 2015 and 2014, respectively. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Companys current business plan is to seek an acquisition or merger with a private operating company. However, there can be no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on additional capital contributions from its major stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time necessary funds could be raised. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting and Presentation | Basis of Accounting and Presentation The accompanying financial statements have been prepared using the accrual basis in accordance with accounting principles generally accepted in the United States of America. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company does not have any cash or cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the period. Actual results could differ from these estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 740, Income Taxes (ASC 740), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, and accounting for interest and payables in the financial statements. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of December 31, 2015 and 2014. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share The Company computes net income (loss) per common share in accordance with FASB ASC 260, Earnings per Share (ASC 260). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period. Potential dilutive shares are not included when the Company has a loss because their inclusion would be antidilutive. Accordingly, the number of weighted average shares outstanding as well as the amount of net (loss) per share are presented for basic and diluted per share calculations for the years ended December 31, 2015 and 2014, reflected in the accompanying statements of operation. There were no dilutive shares outstanding during the year ended December 31, 2015 and 2014. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: · Level 1 - quoted prices in active markets for identical assets or liabilities · Level 2 - inputs other than quoted prices in active markets that are observable either directly or indirectly. · Level 3 - inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including accrued expenses, approximated its fair value due to the short maturity of these financial instruments. There were no changes in methods or assumptions during the periods presented. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes consisted of the following for the years ended December 31, 2015 and 2014: 2015 2014 Current $ $ Deferred (22,400 ) (24,633 ) Change in valuation allowance 22,400 24,633 Income tax provision (benefit) $ $ |
Schedule of reconciliation of effective income tax rates with statutory rates | The following table reconciles the effective income tax rates with the statutory rates for the years ended December 31: 2015 2014 U.S. federal statutory rate 42.0 % 42.0 % Change in valuation allowance (42.0 ) (42.0 ) Effective income tax rate % % |
Schedule of deferred tax assets (liabilities) | Deferred tax assets are comprised of the following: December 31, 2015 2014 Net operating loss carryforwards $ 133,600 $ 111,200 Valuation allowance (133,600 ) (111,200 ) Net deferred tax assets $ $ |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - shares | Dec. 07, 2012 | Dec. 31, 1991 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common stock purchased, shares | 1,687,502 | |
Ownership acquired | 91.00% | |
Public offering of units through Registration Statement | 150,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Major Stockholders or Affiliates | ||
Capital contributed to support operations | $ 18,933 | $ 19,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Expiration date | Jan. 1, 2026 |
Federal [Member] | |
Net operating loss carryforwards | $ 318,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Deferred | $ (22,400) | $ (24,633) |
Change in valuation allowance | $ 22,400 | $ 24,633 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 42.00% | 42.00% |
Change in valuation allowance | (42.00%) | (42.00%) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Net operating loss carryforwards | $ 133,600 | $ 111,200 |
Valuation allowance | $ (133,600) | $ (111,200) |