Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 26, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Financial statement edits | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56362 | ||
Entity Registrant Name | EVER HARVEST International group inc. | ||
Entity Central Index Key | 0001411165 | ||
Entity Tax Identification Number | 30-1282601 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | Suite F, 16/F, Cameron Plaza | ||
Entity Address, Address Line Two | 23 Cameron Road | ||
Entity Address, City or Town | Tsim Sha Tsui | ||
Entity Address, Country | HK | ||
Entity Address, Postal Zip Code | 00000 | ||
Country Region | 852 | ||
City Area Code | 2732 | ||
Local Phone Number | 0018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 503,090 | ||
Entity Common Stock, Shares Outstanding | 296,748,183 | ||
Auditor Firm ID | 6743 | ||
Auditor Name | J&S Associate | ||
Auditor Location | Kuala Lumpur, Malaysia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current asset: | ||
Cash and cash equivalents | $ 7,504 | $ 10 |
Accounts receivable, related party | 0 | 1,296 |
Amount due from a director | 0 | 121,754 |
Total current assets | 7,504 | 123,060 |
TOTAL ASSETS | 7,504 | 123,060 |
Current liabilities: | ||
Accrued liabilities and other payables | 81,473 | 22,797 |
Total current liabilities | 81,473 | 22,797 |
TOTAL LIABILITIES | 81,473 | 22,797 |
Commitments and contingencies | ||
Common stock, par value $0.001, 740,000,000 shares authorized, 220,859,583 and 220,859,583 shares issued and outstanding at December 31, 2021 and 2020, respectively | 220,859 | 220,859 |
Common stock to be issued | 75,889 | 0 |
Additional paid-in capital | 2,288,255 | 300 |
Deferred compensation | (299,667) | 0 |
Accumulated other comprehensive loss | (1,866) | (503) |
Accumulated deficit | (2,357,439) | (120,393) |
Stockholders’ (deficit) equity | (73,969) | 100,263 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | 7,504 | 123,060 |
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series E Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series F Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 488,663 | $ 65,113 |
Cost of revenue | (456,893) | (64,011) |
Gross profit | 31,770 | 1,102 |
Operating expenses: | ||
General and administrative expenses | (138,010) | (2,852) |
Stock-based consulting expenses | (2,052,880) | 0 |
Professional fee | (78,226) | (2,321) |
Total operating expenses | (2,269,116) | (5,173) |
Other income: | ||
Government subsidies | 0 | 3,481 |
Sundry income | 0 | 78 |
Total other income | 0 | 3,559 |
LOSS BEFORE INCOME TAXES | (2,237,346) | (512) |
Income tax expense | 0 | 0 |
NET LOSS | (2,237,346) | (512) |
Other comprehensive (loss) income: | ||
– Foreign currency adjustment (loss) gain | (1,363) | 457 |
COMPREHENSIVE LOSS | $ (2,238,709) | $ (55) |
Net loss per share – Basic and Diluted | ||
–Basic | $ (0.01) | $ 0 |
–Diluted | $ (0.01) | $ 0 |
Weighted average common shares outstanding | ||
–Basic | 220,859,583 | 220,859,583 |
–Diluted | 296,748,183 | 220,859,583 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,237,346) | $ (512) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based consulting expense | 2,052,880 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable, related party | (1,296) | |
Accrued liabilities and other payables | 58,676 | 1,641 |
Net cash used in operating activities | (125,790) | (167) |
Cash flows from financing activities: | ||
Advance from a related company | 1,296 | |
Advance from (repayment to) a director | 133,351 | (517) |
Net cash provided by (used in) financing activities | 134,647 | (517) |
Foreign currency translation adjustment | (1,363) | 457 |
Net change in cash and cash equivalents | 7,494 | (227) |
BEGINNING OF YEAR | 10 | 237 |
END OF YEAR | 7,504 | 10 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Deferred Compensation [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 50,000 | $ (960) | $ 51,954 | $ 100,994 | |||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 50,000,000 | ||||||
Shares issued for acquisition of legal acquirer | 170,859 | 16,935,857 | (17,107,392) | $ (676) | |||
[custom:SharesIssuedForAcquisitionOfLegalAcquirerShares] | 170,859,583 | ||||||
Recapitalization of legal acquirer | (16,935,857) | 16,935,857 | |||||
Foreign currency translation adjustment | 457 | 457 | |||||
Net loss for the year | (512) | (512) | |||||
Ending balance, value at Dec. 31, 2020 | 220,859 | (503) | (120,093) | $ 100,263 | |||
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 220,859,583 | ||||||
Foreign currency translation adjustment | $ (1,363) | ||||||
Net loss for the year | (2,237,346) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 220,859 | $ 75,889 | $ 2,288,255 | $ (1,866) | $ (2,357,439) | $ (299,667) | $ (73,969) |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 220,859,583 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION Ever Harvest International Group Inc. (the “Company”) was incorporated in the State of Nevada on September 6, 2002 under the name Chieflive, Inc. On July 26, 2007, the Company changed its name to Naturally Iowa, Inc. and on September 22, 2010, the Company changed its name to Totally Green, Inc. (“TLGN”). Further, on October 14, 2021, the Company its current name. Currently, the Company through its subsidiaries, principally provides and designs the education kids with Ai-technology aids. On August 30, 2021, the Company consummated the Share Exchange Transaction among Ever Harvest Capital Group Limited (“EHCG”) and its shareholders. The Company acquired all of the issued and outstanding shares of EHCG from EHCG’s shareholders, in exchange for 50,000,000 shares of the issued and outstanding common stock. The acquisition of EHCG consummated on October 28, 2021. Upon completion of the Share Exchange Transaction, EHCG became a 100% owned subsidiary of the Company. On August 30, 2021, the Company consummated the Share Exchange Transaction among Ever Harvest Capital Group Limited (“EHCG”) and its shareholders. The Company acquired all of the issued and outstanding shares of EHCG from EHCG’s shareholders, in exchange for 50,000,000 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, EHCG became a 100% owned subsidiary of the Company. Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, EHCG will comprise the ongoing operations of the combined entity, EHCG is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of EHCG, and the Company’s assets, liabilities and results of operations will be consolidated with EHCG beginning on the acquisition date. EHCG was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (EHCG). Historical stockholders’ equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/ paid up share capital Effective interest held Ever Harvest Capital Group Limited British Virgin Islands Investment holding 10,000 ordinary shares at par value of US$1 100% K I.T. Network Limited Hong Kong Provision of information technology services for the education industry 101,364 ordinary shares for HK$2,100,000 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. l Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). l Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. l Basis of consolidation The consolidated financial statements include the accounts of TLGN and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. l Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. l Revenue recognition Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Revenue is earned from the rendering of IT project services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts. l Cost of revenue Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products. l Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. l Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2021 and 2020. l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the year ended December 31, 2021 and 2020: Schedule of exhange rates used for translation amounts December 31, 2021 December 31, 2020 Year-end HKD:US$ exchange rate 0.1282 0.1290 Annualized average HKD:US$ exchange rate 0.1284 0.1289 l Comprehensive income ASC Topic 220, “ Comprehensive Income l Segment reporting ASC Topic 280, “ Segment Reporting l Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. l Stock based compensation Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. l Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. l Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. l Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. l Recent accounting pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTIES | 3 GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a continuous loss of $ 2,357,439 The continuation of the Company as a going concern through December 31, 2022 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
AMOUNT DUE FROM A RELATED PARTY
AMOUNT DUE FROM A RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Amount Due From Related Party | |
AMOUNT DUE FROM A RELATED PARTY | 4. AMOUNT DUE FROM A RELATED PARTY As of December 31, 2021, there was no amount due from a related party. As of December 31, 2020, the amount due from a related party represented the temporary advances to the former director of the Company’s subsidiary, Mr. LEUNG Wai Kin, which was unsecured, interest-free and repayable on demand. |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | 5. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock As of December 31, 2021 and December 31, 2020, the Company’s authorized shares were 10,000,000 0.001 The Company has designated 1 The Company has designated 1 The Company has designated 1 As of December 31, 2021 and December 31, 2020, the Company had 0 0 As of December 31, 2021 and December 31, 2020, the Company had 0 0 As of December 31, 2021 and December 31, 2020, the Company had 0 0 Common stock The Company had 170,859,583 shares of common stock, prior to reverse merger with Ever Harvest Capital Group Limited (“EHCG”). Subsequently, on October 28, 2021, the Company consummated the Share Exchange Transaction among EHCG and its shareholders. The Company acquired all of the issued and outstanding shares of EHCG from EHCG’s shareholders, in exchange for 50,000,000 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, EHCG became a 100% owned subsidiary of the Company and the Company had 220,859,583 shares of common stock issued and outstanding. Subsequently, in January 2022, the Company issued 75,888,600 shares of its common stock to certain officers and consultants to compensate their services rendered or to be rendered. For the year ended December 31, 2021, the Company recorded the stock based compensation of $2,052,880 for the vested service. At December 31, 2021, the unvested portion of$299,667 is treated as deferred compensation under the equity section and will be amortized to the operation over its service period. As of December 31, 2021 and December 31, 2020, the Company’s authorized shares were 740,000,000 0.001 As of December 31, 2021 and December 31, 2020, the Company had 220,859,583 220,859,583 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Net loss per share – Basic and Diluted | |
NET LOSS PER SHARE | 6. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020: Schedule of computation of earnings per share Years ended December 31, 2021 2020 Net loss attributable to common shareholders $ (2,237,346 ) $ (512 ) Weighted average common shares outstanding – Basic 220,859,583 220,859,583 Weighted average common shares outstanding – Diluted ^ 296,748,183 220,859,583 Net loss per share – Basic $ (0.01 ) $ (0.00 ) Net loss per share – Diluted # (0.01 ) (0.00 ) _________________ # ^ including 75,888,600 shares of common stock to be issued, which were issued in January 2022. For the years ended December 31, 2021 and 2020, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 7. INCOME TAX The provision for income taxes consisted of the following: Provision for income taxes Years ended December 31, 2021 2020 Current tax $ – $ – Deferred tax – – Income tax expense $ – $ – The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows: United States of America TLGN is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company. For the years ended December 31, 2021 and 2020, there were no operating income. BVI Under the current BVI law, the Company is not subject to tax on income. Hong Kong The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2021 and 2020 is as follows: Schedule of reconciliation of income tax rate Years ended December 31, 2021 2020 Loss before income taxes $ (111,466 ) $ (512 ) Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate (18,392 ) (84 ) Tax effect of non-taxable items – (1,468 ) Net operating loss 18,392 444 Income tax expense $ – $ – The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2021 and 2020: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards – US tax regime $ 431,105 $ – Net operating loss carryforwards – Hong Kong tax regime 44,421 26,029 Less: valuation allowance (475,526 ) (26,029 ) Deferred tax assets, net $ – $ – |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS From time to time, the Company’s director advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment. During the years ended December 31, 2021 and 2020, the Company earned revenues of $ 488,663 65,113 During the years ended December 31, 2021 and 2020, the Company paid costs of $ 256,238 0 During the years ended December 31, 2021 and 2020, the Company was provided with a free space for operating use by the former director of the Company’s subsidiary. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the year presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | 9. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the year ended December 31, 2021, there was one customer (related party) exceeding 10% of the Company’s revenue. This customer accounted for 100 488,663 0 For the year ended December 31, 2020, there was one customer (related party) exceeding 10% of the Company’s revenue. This customer accounted for 100 65,113 1,296 All of the Company’s customers are located in Hong Kong. (b) Major vendor For the year ended December 31, 2021, there was one vendor (related party) exceeding 10% of the Company’s cost of sales. This vendor accounted for 56 256,238 0 For the year ended December 31, 2020, there was no single vendor. (c) Economic and political risk The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES As of December 31, 2021, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events In January 2022, the Company issued 75,888,600 shares of its common stock to certain officers and consultants. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | l Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of estimates and assumptions | l Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Basis of consolidation | l Basis of consolidation The consolidated financial statements include the accounts of TLGN and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Cash and cash equivalents | l Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Revenue recognition | l Revenue recognition Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Revenue is earned from the rendering of IT project services to the customers. The Company recognizes services revenue over the period in which such services are performed under fixed price contracts. |
Cost of revenue | l Cost of revenue Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products. |
Income taxes | l Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain tax positions | l Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2021 and 2020. |
Foreign currencies translation | l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the year ended December 31, 2021 and 2020: Schedule of exhange rates used for translation amounts December 31, 2021 December 31, 2020 Year-end HKD:US$ exchange rate 0.1282 0.1290 Annualized average HKD:US$ exchange rate 0.1284 0.1289 |
Comprehensive income | l Comprehensive income ASC Topic 220, “ Comprehensive Income |
Segment reporting | l Segment reporting ASC Topic 280, “ Segment Reporting |
Retirement plan costs | l Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. |
Stock based compensation | l Stock based compensation Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. |
Related parties | l Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | l Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | l Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | l Recent accounting pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of subsidiaries | Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/ paid up share capital Effective interest held Ever Harvest Capital Group Limited British Virgin Islands Investment holding 10,000 ordinary shares at par value of US$1 100% K I.T. Network Limited Hong Kong Provision of information technology services for the education industry 101,364 ordinary shares for HK$2,100,000 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of exhange rates used for translation amounts | Schedule of exhange rates used for translation amounts December 31, 2021 December 31, 2020 Year-end HKD:US$ exchange rate 0.1282 0.1290 Annualized average HKD:US$ exchange rate 0.1284 0.1289 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net loss per share – Basic and Diluted | |
Schedule of computation of earnings per share | Schedule of computation of earnings per share Years ended December 31, 2021 2020 Net loss attributable to common shareholders $ (2,237,346 ) $ (512 ) Weighted average common shares outstanding – Basic 220,859,583 220,859,583 Weighted average common shares outstanding – Diluted ^ 296,748,183 220,859,583 Net loss per share – Basic $ (0.01 ) $ (0.00 ) Net loss per share – Diluted # (0.01 ) (0.00 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | Provision for income taxes Years ended December 31, 2021 2020 Current tax $ – $ – Deferred tax – – Income tax expense $ – $ – |
Schedule of reconciliation of income tax rate | Schedule of reconciliation of income tax rate Years ended December 31, 2021 2020 Loss before income taxes $ (111,466 ) $ (512 ) Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate (18,392 ) (84 ) Tax effect of non-taxable items – (1,468 ) Net operating loss 18,392 444 Income tax expense $ – $ – |
INCOME TAX (Details - Deferred income taxes) | As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards – US tax regime $ 431,105 $ – Net operating loss carryforwards – Hong Kong tax regime 44,421 26,029 Less: valuation allowance (475,526 ) (26,029 ) Deferred tax assets, net $ – $ – |
Description of subsidiaries (De
Description of subsidiaries (Details) | Sep. 30, 2021 |
Ever Harvest Capital Group Limited [Member] | |
Equity Method Investment, Ownership Percentage | 100.00% |
K I T Network Limited [Member] | |
Equity Method Investment, Ownership Percentage | 100.00% |
Schedule of exhange rates used
Schedule of exhange rates used for translation amounts (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Period End [Member] | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Foreign Currency Exchange Rate, Translation | 0.1282 | 0.1290 |
Period Average [Member] | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Foreign Currency Exchange Rate, Translation | 0.1284 | 0.1289 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 2,357,439 | $ 120,393 |
STOCKHOLDERS_ (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Shares Authorized | 740,000,000 | 740,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 220,859,583 | 220,859,583 |
Common Stock, Shares, Outstanding | 220,859,583 | 220,859,583 |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
[custom:PreferredStockSharesDesignated-0] | 1 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | |
Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
[custom:PreferredStockSharesDesignated-0] | 1 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
[custom:PreferredStockSharesDesignated-0] | 1 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss per share – Basic and Diluted | ||
NET LOSS | $ (2,237,346) | $ (512) |
Weighted average common shares outstanding – Basic | 220,859,583 | 220,859,583 |
Weighted average common shares outstanding – Diluted | 296,748,183 | 220,859,583 |
Net loss per share – Basic | $ (0.01) | $ 0 |
Net loss per share – Diluted # | $ (0.01) | $ 0 |
Income Tax (Details - Provision
Income Tax (Details - Provision for Income Taxes) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current tax | $ 0 | $ 0 |
Deferred tax | 0 | 0 |
Income tax expense | $ 0 | $ 0 |
Schedule of reconciliation of i
Schedule of reconciliation of income tax rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
NET LOSS | $ (2,237,346) | $ (512) |
Income tax expense | 0 | 0 |
HONG KONG | ||
NET LOSS | $ (111,466) | $ (512) |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (18,392) | $ (84) |
Tax effect of non-taxable items | (1,468) | |
Net operating loss | 18,392 | 444 |
Income tax expense |
INCOME TAX (Details - Deferred
INCOME TAX (Details - Deferred income taxes) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards – US tax regime | $ 431,105 | |
Net operating loss carryforwards – Hong Kong tax regime | 44,421 | 26,029 |
Less: valuation allowance | (475,526) | (26,029) |
Deferred tax assets, net |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Revenue from Related Parties | $ 488,663 | $ 65,113 |
Related Party Transaction, Expenses from Transactions with Related Party | $ 256,238 | $ 0 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenue from Related Parties | $ 488,663 | $ 65,113 |
Accounts Receivable, Related Parties | 0 | 1,296 |
Cost of Revenue | 456,893 | $ 64,011 |
Accounts Payable, Related Parties, Current | 0 | |
One Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Cost of Revenue | $ 256,238 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | One Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 56.00% |