Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document And Entity Information | ||
Entity Central Index Key | 1,363,343 | |
Entity Registrant Name | USA Zhimingde International Group Corp | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | Yes | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Liabilities: | ||
Accrued expenses | $ 135,780 | $ 130,832 |
Total current liabilities | 135,780 | 130,832 |
Stockholders' (deficit) (Note 5): | ||
Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding at March 31, | ||
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding | 1,853 | 1,853 |
Additional paid-in capital | 701,615 | 695,490 |
Deficit | (839,248) | (828,175) |
Total stockholders' (deficit) | $ (135,780) | $ (130,832) |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses | ||
Professional fees | $ (11,073) | $ (10,198) |
Total operating expenses | (11,073) | (10,198) |
Net (loss) | $ (11,073) | $ (10,198) |
(Loss) per common share, basic and diluted | $ (.01) | $ (0.01) |
Weighted average shares outstanding, Basic and diluted | 1,853,207 | 1,853,207 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) (UNAUDITED) - 3 months ended Mar. 31, 2017 - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2016 | $ 1,853 | $ 688,779 | $ (828,175) | $ (130,832) | |
Capital contribution | 6,125 | 6,125 | |||
Net loss | (11,073) | (11,073) | |||
Balance, ending at Mar. 31, 2017 | $ 1,853 | $ 701,615 | $ (839,248) | $ (135,780) |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net (loss) | $ (11,073) | $ (10,198) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Increase in accrued expenses | 4,948 | 3,198 |
Net cash (used) in operating activities | (6,125) | (7,000) |
Cash Flows from Financing Activities | ||
Capital contributed by stockholder | 6,125 | 7,000 |
Net cash provided by financing activities | $ 6,125 | $ 7,000 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2017 | |
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 Company’s 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 | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | 2. ACCOUNTING POLICIES Basis of Accounting and Presentation The accompanying financial statements have been prepared on the accrual basis of accounting. The unaudited interim financial statements of the Company as of March 31, 2017 and for the three months ended March 31, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2017. All financial statements and notes to the financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”). 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 March 31, 2017 and December 31, 2016, the Company does not have any cash equivalents. 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, 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, interest and payables accounting in financial statements and related disclosures. 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 March 31, 2017. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of March 31, 2017. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date. 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 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. 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 exchange 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 carrying amounts of the Company’s liabilities approximate fair value due to the short-term nature of these instruments. Net Earnings (Loss) Per Share Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding, plus common stock equivalents, if dilutive, resulting from convertible preferred stock, stock options and warrants. As of March 31, 2017 and December 31, 2016, there were no common stock equivalents outstanding. |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | 3. RECENTLY ISSUED ACCOUNTING STANDARDS In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company believes the standard will have no effect on its statement of cash flows. In April, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Identifying Performance Obligations and Licensing, which is an amendment to ASU No. 2014-09 that clarifies the aspects of identifying performance obligations and the licensing implementing guidance, while retaining the related principles within those areas. The implementation guidelines follow ASU No. 2014-09. This accounting standard update is not expected to have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 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 Company’s financial statements. In November 2015, the FASB issued ASU 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 Company’s financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS During the three months ended March 31, 2017 and 2016, the Company received an additional capital contribution to support its operations from its major stockholder or their affiliates of $6,125 and $7,000, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 5. INCOME TAXES The provision (benefit) for income taxes consisted of the following for the three months ended March 31: 2017 2016 (Unaudited) (Unaudited) Current $ — $ — Deferred (11,216 ) (4,283 ) Change in valuation allowance 11,216 4,283 Provision (benefit) for income taxes $ — $ — The following table reconciles the effective income tax rates with the statutory rates for the three months ended March 31: 2017 2016 (Unaudited) (Unaudited) U.S. federal statutory rate 34.00 % 34.00 % State and local taxes-net of federal benefit 9.75 8.00 Change in valuation allowance (43.75 ) (42.00 ) Effective income tax rate — % — % Deferred tax assets (liabilities) are comprised of the following: March 31, 2017 December 31, (Unaudited) Net operating loss carryforwards $ 164,100 $ 152,900 Valuation allowance (164,100 ) (152,900 ) Net deferred tax assets $ — $ — At March 31, 2017, the Company had approximately $375,000 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 2027. The amount and availability 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 Company’s 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 Company’s 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 Company’s losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized principally due to the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance increased by $11,216 and $4,283 during the three months ended March 31, 2017 and 2016, respectively. The tax years ended December 31, 2014, 2015 and 2016 remain open to examination by the IRS . |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2017 | |
Going Concern | |
GOING CONCERN | 6. Going concern The Company has not generated any revenue, and has had no significant operations during the three months ended March 31, 2017 and 2016. The Company does not have any assets as of March 31, 2017. As of March 31, 2017, the Company had a working capital deficiency and stockholders’ deficiency of $839,248. The Company continues to incur losses from operations and has incurred a net loss of $11,073 and $10,198 during the three months ended March 31, 2017 and 2016, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s current business plan is to seek an acquisition or merger with a private operating company. However, there is 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 as 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) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting and Presentation | Basis of Accounting and Presentation The accompanying financial statements have been prepared on the accrual basis of accounting. The unaudited interim financial statements of the Company as of March 31, 2017 and for the three months ended March 31, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2017. All financial statements and notes to the financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”). |
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 March 31, 2017 and December 31, 2016, the Company does not have any cash equivalents. |
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, 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, interest and payables accounting in financial statements and related disclosures. 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 March 31, 2017. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of March 31, 2017. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date. |
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 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. |
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 exchange 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 carrying amounts of the Company’s liabilities approximate fair value due to the short-term nature of these instruments. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding, plus common stock equivalents, if dilutive, resulting from convertible preferred stock, stock options and warrants. As of March 31, 2017 and December 31, 2016, there were no common stock equivalents outstanding. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes consisted of the following for the three months ended March 31: 2017 2016 (Unaudited) (Unaudited) Current $ — $ — Deferred (11,216 ) (4,283 ) Change in valuation allowance 11,216 4,283 Provision (benefit) for income taxes $ — $ — |
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 three months ended March 31: 2017 2016 (Unaudited) (Unaudited) U.S. federal statutory rate 34.00 % 34.00 % State and local taxes-net of federal benefit 9.75 8.00 Change in valuation allowance (43.75 ) (42.00 ) Effective income tax rate — % — % |
Schedule of deferred tax assets (liabilities) | Deferred tax assets (liabilities) are comprised of the following: March 31, 2017 December 31, (Unaudited) Net operating loss carryforwards $ 164,100 $ 152,900 Valuation allowance (164,100 ) (152,900 ) 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] | ||
Public offering of units through Registration Statement | 150,000 | |
Common stock purchased, shares | 1,687,502 | |
Ownership acquired | 91.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Major Stockholders or Affiliates | ||
Capital contributed to support operations | $ 6,125 | $ 7,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Mar. 31, 2017USD ($) |
Federal [Member] | |
Net operating loss carryforwards | $ 375,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Deferred | $ (11,216) | $ (4,283) |
Change in valuation allowance | $ 11,216 | $ 4,283 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 34.00% | 34.00% |
State and local taxes-net of federal benefit | 9.75% | 8.00% |
Change in valuation allowance | (43.75%) | (42.00%) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 164,100 | $ 152,900 |
Valuation allowance | $ (164,100) | $ (152,900) |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Mar. 31, 2017USD ($) |
Going Concern | |
Working capital deficiency | $ 839,248 |