Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | QHY GROUP | |
Entity Central Index Key | 0001423723 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 000-55933 | |
Entity Common Stock, Shares Outstanding | 87,269,789 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash | $ 91 | $ 136 |
Due from a related party | 2,196,500 | 2,196,500 |
Prepaid expenses and other current assets | 100 | 100 |
Total assets | 2,196,691 | 2,196,736 |
Current liabilities | ||
Accounts payable | 694,027 | 573,040 |
Due to related parties | 387,500 | 346,500 |
Loan from a shareholder and interest payable | 460,975 | 423,645 |
Total liabilities | 1,542,502 | 1,343,185 |
Stockholders' equity | ||
Preferred stock, 5,000,000 shares authorized, 0 shares outstanding | ||
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 87,269,789 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 87,270 | 87,270 |
Additional paid in capital | 7,243,001 | 7,243,001 |
Accumulated deficit | (6,676,082) | (6,476,720) |
Total stockholders' equity | 654,189 | 853,551 |
Total liabilities and stockholders' equity | $ 2,196,691 | $ 2,196,736 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 87,269,789 | 87,269,789 |
Common stock, shares outstanding | 87,269,789 | 87,269,789 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of Revenue | ||
Gross profit | ||
Expenses | ||
Listing fees | 1,947 | 1,355 |
Professional fees | 2,000 | 3,205 |
Professional fees - related party | 28,500 | 28,500 |
License and royalty-related party | 12,500 | 12,500 |
General and administrative | 144,935 | 161,737 |
Total operating expenses | 189,882 | 207,117 |
Other expenses | ||
Interest expenses – related party | 9,480 | 7,030 |
Total other expenses | 9,480 | 7,030 |
Net loss | 199,362 | 214,147 |
Other comprehensive income | ||
Total comprehensive loss | $ 199,362 | $ 214,147 |
Earnings per share - basic and diluted | $ (0.002) | $ (0.002) |
Weighted average number of shares outstanding - basic and diluted | 87,269,789 | 87,269,789 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficits | Total |
Balance at Dec. 31, 2018 | $ 87,270 | $ 7,243,001 | $ (5,257,097) | $ 2,073,174 |
Balance, shares at Dec. 31, 2018 | 87,269,789 | |||
Net loss | (214,147) | (214,147) | ||
Ending balance at Dec. 31, 2019 | $ 87,270 | 7,243,001 | (6,476,720) | 853,551 |
Ending balance, shares at Dec. 31, 2019 | 87,269,789 | |||
Net loss | (199,362) | (199,362) | ||
Ending balance at Mar. 31, 2020 | $ 87,270 | $ 7,243,001 | $ (6,476,720) | $ 654,189 |
Ending balance, shares at Mar. 31, 2020 | 87,269,789 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (199,362) | $ (214,147) |
Interest expenses | 9,480 | 7,030 |
Consulting fee paid by common shares | 160,963 | |
Changes in operating assets and liabilities: | ||
Accounts payable | 120,988 | (13,065) |
License fee payable - related party | 12,500 | 12,500 |
Professional fee payable - related party | 28,500 | 28,500 |
Net cash used in operating activities | (27,894) | (18,219) |
Net cash provided by investing activities | ||
Cash flows from financing activities | ||
Cash proceeds from shareholder loan | 27,849 | 18,174 |
Net cash provided by financing activities | 27,849 | 18,174 |
Net decrease in cash and cash equivalents | (45) | (45) |
Cash and cash equivalents at beginning of period | 136 | 116 |
Cash and cash equivalents at end of period | 91 | 71 |
Supplemental disclosure of cash flow information | ||
Income taxes paid | ||
Interest paid |
Organization and Principal Acti
Organization and Principal Activities | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and principal activities | 1. Organization and principal activities QHY Group (the "Company", or "we"), formerly named Yakun International Investment and Holding Group ("Yakun International"), was incorporated under the laws of the State of Nevada on October 16, 2007 . In November 2017, Yakun International entered into a Share Exchange Agreement (the "PBG SEA") with PBG Water Solutions International Inc. ("PBG Water Solutions") and its shareholders, pursuant to which Yakun International acquired 100% of the outstanding shares of PBG Water Solutions in exchange for 46,839,439 shares of common stock of the Company and 19,000 shares of Series A Convertible Preferred Stock (each Series A Convertible Preferred Stock was converted into 1,000 shares of common stock) of the Company, which constituted approximately 83% of the Company's issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the acquisition. PBG Water Solutions was incorporated under the law of the State of Delaware on August 4, 2016, and in October 2017, it merged into a company with the same name incorporated under the law of the State of Nevada. On January 15, 2018, all parties to the SEA agreed to amend the original agreement and consummate the transaction. Shareholders of PBG Water solutions took control of Yakun International on the same date. As of the issuance of these financial statements. PBG Water Solutions has not generated revenue. The transaction was accounted for as a "reverse acquisition" since, immediately following completion of the transaction, the shareholders of PBG Water Solutions effectively controlled the post-combination Company. For accounting purposes, PBG Water Solutions was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of PBG Water Solutions (i.e., a capital transaction involving the issuance of shares by the Company for the shares of PBG Water Solutions). Accordingly, the consolidated assets, liabilities and results of operations of PBG Water Solutions became the historical financial statements of the Company, and assets, liabilities and results of operations of Yakun and its subsidiaries were consolidated with PBG Water Solutions beginning on the acquisition date. No step-up in basis or intangible assets or goodwill were recorded in this transaction. On December 21, 2017, Yakun International incorporated QHY Water Solutions International Corp ("QHY Water Solutions") under the law of State of Nevada as its wholly owned subsidiary. On July 31, 2018, the Company filed an amendment to its articles of incorporation changing its corporate name to QHY Group. The amendment became effective August 31, 2018. In December 2018, the Company issued 1,515,000 shares of common stock to certain consultants for services rendered or to be rendered (See Note 7). In December 2018, the Company entered into a series of securities purchase agreements with certain non-affiliate investors for the sale of 6,655,750 shares of the Company's common stock for aggregate consideration of $2,196,500. Of the shares sold, 5,972,582 were issued to six investors for $1,851,500 and the remaining 683,168 shares were sold to a single investor for $345,000. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Going Concern [Abstract] | |
Going concern | 2. Going concern The Company's financial statements are prepared using accounting principles generally accepted in the United States of America ("U.S. GAAP") applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Successful execution of the Company's plan to enter the water solutions business and its transition to attaining profitable operations, are dependent upon obtaining additional financing. The Company plans to improve its future liquidity by obtaining additional financing through the issuance of financial instruments such as equity and warrants or through credit loans. Additional financing may not be available on acceptable terms or at all. If the Company issues additional equity securities to raise funds, the ownership percentage of existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of common stock. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. We will continue to rely on loans from our major shareholders and directors for payments of expenditures other than purchasing from manufacturers in China. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 3. Summary of significant accounting policies (a) Basis of presentation and principles of consolidation The unaudited consolidated interim financial statements are prepared and presented in accordance with U.S. GAAP. The unaudited consolidated interim financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures, which are normally included in complete consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited consolidated interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K filed on March 30, 2020. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company's consolidated financial position as of March 31, 2020, its consolidated results of operations for the three months ended March 31, 2020 and 2019, and its consolidated cash flows for the three months ended March 31, 2020 and 2019, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP 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 expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. (c) Loss per share Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for options and restricted shares under the treasury stock method and for convertible debts under if-convertible method, if dilutive. Potential common shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded. Three Months Ended Dilutive shares not included March 31, in loss per share computation 2020 2019 (Unaudited) (Unaudited) Warrants 50,000,000 50,000,000 (d) Recently issued accounting standards not yet adopted The company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements except for: In December 2019, the FASB issued guidance intended to simplify the accounting for income taxes. The guidance removes the following exceptions: 1) exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We are currently assessing whether we will early adopt this guidance, and the impact on our financial statements is not currently estimable. |
Due from a Related Party
Due from a Related Party | 3 Months Ended |
Mar. 31, 2020 | |
Due From Related Party [Abstract] | |
Due from a related party | 4. Due from a related party The Renminbi (the "RMB") equivalent to $2,196,500 received in December 2018 as proceeds from issuing 6,655,750 shares of the Company's common stock (see Note 7) was collected by Beijing QHY on behalf of the Company because the Company cannot collect RMB due to the currency control on RMB. The monies are considered held by Beijing QHY for the benefit of the Company and are to be used to pay manufacturers in China for the wastewater treatment equipment we would purchase if we received an order. It is likely that the funds will not be available to pay expenses incurred outside China. |
Accounts Payable
Accounts Payable | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts payable | 5. Accounts payable Accounts payables consisted of the following: March 31, December 31, (Unaudited) Payroll $ 570,000 $ 427,500 Professional fees 199,615 137,615 Lab and testing fees - 1,611 Listing fees 1,847 3,749 Others 2,565 2,565 Total $ 694,027 $ 573,040 |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions and balances | 6. Related party transactions and balances a) Related party transactions Three Months Ended March 31, 2020 2019 (Unaudited) (Unaudited) Loan from a shareholder $ 27,849 $ 18,174 Interest expense to a shareholder 9,480 7,030 Fee for professional services provided by related parties 28,500 28,500 License fee expense to a related party $ 12,500 $ 12,500 b) Related party payables March 31, December 31, (Unaudited) Loan from a shareholder $ 403,672 $ 375,822 Interest payable to a shareholder 57,303 47,823 Payable to a related party for license fee 150,000 137,500 Professional fee payable to related parties 237,500 209,000 Due from a related party $ 2,196,500 $ 2,196,500 On May 1, 2018, PBG Water Solutions and the Company entered into a Credit Loan Agreement with a 28.29% shareholder of the Company (the "Lender"). The Lender had provided operating capital to PBG Water Solutions since its inception, and to the Company since the consummation of PBG SEA. Pursuant to the Credit Loan Agreement, the Lender will provide a loan of $500,000 to the Company for 2 years with 10% annual interest which shall be applied from the date of the Credit Loan Agreement. In compensation for the loan, the Company issued to the Lender a 3-year cashless warrant, which entitles the Lender to purchase 50 million (50,000,000) shares of the Company's common stock at an exercise price of $0.01. The warrant cannot be exercised before June 1, 2019, and shall be void and non-exercisable if the Company (i) raises more than $20 million in equity or (ii) has revenue in excess of $100 million in any fiscal year. As of March 31, 2020 and December 31, 2019, the Lender has provided $403,672 and $375,822 to the Company, respectively. During the three months ended March 31, 2020 and 2019 the Lender provided $27,849 and $18,174 to the Company, respectively. During the three months ended March 31, 2020 and 2019, the Company recorded $9,480 and $7,030 interest expense incurred from the loan, respectively. In February 2018, PBG Water Solutions entered into a financial advisory agreement with Rebus Capital Group (the "Rebus"), an entity affiliated with a shareholder of the Company, pursuant to which PBG Water Solutions will pay Rebus $30,000 per quarter. The agreement has a term of five years from March 2018 but is cancellable by either party on sixty days' notice. The service fee for the first 3 months was waived by Rebus. Professional service expense related to this agreement was $28,500 and $28,500 for the three months ended March 31, 2020 and 2019, respectively. In April 2017, PBG Water Solutions entered into a License and Supply Agreement with an individual shareholder who owned 50% of PBG Water Solutions' common stock and the shareholder's majority owned company Beijing QHY Environment S & T Co., Ltd. ("Beijing QHY"). Pursuant to the License and Supply Agreement and its Amendment entered into in June 2017, the individual shareholder and Beijing QHY (the "Licensor") granted PBG the exclusive use of 21 patents in any area outside the People's Republic of China (the "PRC") for 20 years. A one-time fee of $1 million shall be paid before December 31, 2021, and royalties of 1% of the net revenue received by PBG from the sale, license or other distribution of the licensed products shall be paid annually. In addition, the Licensor shall supply PBG Water Solutions licensed products at prices agreed upon from time to time by the Licensor and PBG Water Solutions. The Company, QHY Water Solutions and PBG Water Solutions didn't generate any net revenue from the licensed equipment or products during the three months ended March 31, 2020 and 2019. The Company recorded a $12,500 and $12,500 license fee expense for the three months ended March 31, 2020 and 2019, respectively, and made no payment of license fees as of March 31, 2020. The shareholder/licensor owns 47.15% of the Company's common stock as of March 31, 2020. In December 2018, the Company issued 6,655,750 shares of the Company's common stock for aggregate consideration of $2,196,500. Beijing QHY collected the subscription on behalf of the Company in RMB. The monies are considered held by Beijing QHY for the benefit of the Company as of March 31, 2020, and are to be used to pay manufacturers in China for the wastewater treatment equipment we would purchase if we received an order. It is likely that the funds will not be available to pay expenses incurred outside China. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholder's equity | 7. Stockholder's equity Common stock In April 2018, the Company increased its authorized common stock from 70 million to 1 billion shares. The Company issued 46,839,439 shares of common stock and 19,000 shares of Series A Convertible Preferred Stock to the shareholders of PBG Water Solutions pursuant to PBG SEA. The 19,000 shares of Series A Convertible Preferred Stock were converted into 19,000,000 shares of common stock upon increase in the number of shares of authorized common stock. In October 2018, the Company hired certain consultants to provide general advisory services relating to the Company operating as a publicly traded enterprise, strategic planning and execution, corporate governance and financial reporting. Pursuant to each agreement, the service term is 12 months and the Company shall pay the Consultants an aggregate of 1,500,000 shares of the Company's common stock which was delivered at inception of the Agreements. The shares were issued in December 2018. In November 2018, the Company hired a consultant for investor relations and strategic planning, pursuant to an agreement whereby the Company shall issue to the consultant 20,000 shares of the Company's common stock each month. The service was terminated in February 2020. As of March 31, 2020, the Company has issued 15,000 shares of common stock to the consultant. Cost for the consulting service was measured based on the fair value of the Company's common stock at the date of the consulting agreement since the common stock was vested and non-forfeitable upon the entry into the agreement. The fair value of the common stock was estimated to be $0.4075, and resulted in $617,550 for the fair value of the 1,515,000 common shares issued. $160,963 consulting expense was incurred during the three months ended March 31, 2019. In December 2018, the Company issued 6,655,750 shares of the Company's common stock for aggregate consideration of $2,196,500. Warrants On May 1, 2018, the Company issued warrants to a shareholder pursuant to the Credit Loan Agreement (See Note 6). The warrants issued by the Company are classified as equity. The fair value of the warrants was recorded as additional-paid-in-capital, and no further adjustments are made. The fair value of the stock warrants granted was estimated at $4,540,000 on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $ 0.01 per share, average risk-free interest rate of 2.66%, expected dividend yield of zero, expected lives of 3 years and an average expected volatility of 35%. A summary of the status of the Company's warrants as of March 31, 2020 is presented below: Number of warrants (Unaudited) Warrants as at December 31, 2019 50,000,000 Warrants granted - Exercised, forfeited or expired - Outstanding at March 31, 2020 50,000,000 Exercisable at March 31, 2020 50,000,000 The following table summarizes information about the Company's warrants as of March 31, 2020: Warrants outstanding Warrants exercisable Exercise Number Weighted Weighted average Number Weighted (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) $ 0.01 50,000,000 2.17 $ 0.01 50,000,000 $ 0.01 Equity Incentive Plan In July 2018, the Company adopted the 2018 Equity Incentive Plan (the "2018 Plan") which provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, other stock related awards and performance awards. The maximum aggregate number of shares that may be subject to awards under the 2018 Plan is 10,000,000. Following is a reconciliation of the shares available to be issued under the 2018 Plan as of March 31, 2020: Shares (Unaudited) Balance as of December 31, 2019 8,485,000 Stock awards granted - Stock awards forfeited - Balance as of March 31, 2020 8,485,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 8. Income taxes The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because it has experienced operating losses. When it is more likely than not that a tax asset cannot be realized through future income, the Company must take a full valuation allowance for this future tax benefit. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three months ended March 31, 2020, or during the prior three years applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns have been appropriately filed by the Company. Income tax provision at the federal statutory rate 21 % Effect of operating losses (21 )% - % Net deferred tax assets consist of the following: March 31, December 31, (Unaudited) Net operating loss carry forward $ 316,792 $ 274,926 Valuation allowance (316,792 ) (274,926 ) Net deferred tax asset $ - $ - A reconciliation of income taxes computed at the statutory rate is as follows: Three Months ended March 31, 2020 2019 (Unaudited) (Unaudited) Tax at statutory rate (21%) $ 41,866 $ 44,971 Non-deductible expenses - (33,802 ) Increase in valuation allowance (41,866 ) (11,169 ) Income tax expenses $ - $ - The Company did not pay any income taxes during the three months ended March 31, 2020 and 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | 9. Subsequent events In accordance with FASB standards, the Company evaluated subsequent events through the date it filed this report with the Securities and Exchange Commission ("SEC") and no subsequent events occurred that required disclosure in the accompanying consolidated financial statements except below. The impact of the coronavirus ("COVID-19") outbreak on the Company's results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company's results of operations, financial position and cash flows may be materially adversely affected. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The unaudited consolidated interim financial statements are prepared and presented in accordance with U.S. GAAP. The unaudited consolidated interim financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures, which are normally included in complete consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited consolidated interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K filed on March 30, 2020. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company's consolidated financial position as of March 31, 2020, its consolidated results of operations for the three months ended March 31, 2020 and 2019, and its consolidated cash flows for the three months ended March 31, 2020 and 2019, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
Use of estimates | (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP 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 expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. |
Loss per share | (c) Loss per share Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period for options and restricted shares under the treasury stock method and for convertible debts under if-convertible method, if dilutive. Potential common shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded. Three Months Ended Dilutive shares not included March 31, in loss per share computation 2020 2019 (Unaudited) (Unaudited) Warrants 50,000,000 50,000,000 |
Recently issued accounting standards not yet adopted | (d) Recently issued accounting standards not yet adopted The company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements except for: In December 2019, the FASB issued guidance intended to simplify the accounting for income taxes. The guidance removes the following exceptions: 1) exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We are currently assessing whether we will early adopt this guidance, and the impact on our financial statements is not currently estimable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of dilutive shares not included loss per share | Three Months Ended Dilutive shares not included March 31, in loss per share computation 2020 2019 (Unaudited) (Unaudited) Warrants 50,000,000 50,000,000 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable | March 31, December 31, (Unaudited) Payroll $ 570,000 $ 427,500 Professional fees 199,615 137,615 Lab and testing fees - 1,611 Listing fees 1,847 3,749 Others 2,565 2,565 Total $ 694,027 $ 573,040 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Three Months Ended March 31, 2020 2019 (Unaudited) (Unaudited) Loan from a shareholder $ 27,849 $ 18,174 Interest expense to a shareholder 9,480 7,030 Fee for professional services provided by related parties 28,500 28,500 License fee expense to a related party $ 12,500 $ 12,500 |
Schedule of related party payables | March 31, December 31, (Unaudited) Loan from a shareholder $ 403,672 $ 375,822 Interest payable to a shareholder 57,303 47,823 Payable to a related party for license fee 150,000 137,500 Professional fee payable to related parties 237,500 209,000 Due from a related party $ 2,196,500 $ 2,196,500 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of warrants | Number of warrants (Unaudited) Warrants as at December 31, 2019 50,000,000 Warrants granted - Exercised, forfeited or expired - Outstanding at March 31, 2020 50,000,000 Exercisable at March 31, 2020 50,000,000 |
Schedule of information about outstanding warrants | Warrants outstanding Warrants exercisable Exercise Number Weighted Weighted average Number Weighted (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) $ 0.01 50,000,000 2.17 $ 0.01 50,000,000 $ 0.01 |
Schedule of reconciliation of the shares available to be issued | Shares (Unaudited) Balance as of December 31, 2019 8,485,000 Stock awards granted - Stock awards forfeited - Balance as of March 31, 2020 8,485,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | Income tax provision at the federal statutory rate 21 % Effect of operating losses (21 )% - % |
Schedule of net deferred tax assets | March 31, December 31, (Unaudited) Net operating loss carry forward $ 316,792 $ 274,926 Valuation allowance (316,792 ) (274,926 ) Net deferred tax asset $ - $ - |
Schedule of income taxes computed at the statutory rate | Three Months ended March 31, 2020 2019 (Unaudited) (Unaudited) Tax at statutory rate (21%) $ 41,866 $ 44,971 Non-deductible expenses - (33,802 ) Increase in valuation allowance (41,866 ) (11,169 ) Income tax expenses $ - $ - |
Organization and Principal Ac_2
Organization and Principal Activities (Details) - shares | 1 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Dec. 31, 2018 | |
Organization and Principal Activities (Textual) | ||
Shares of common stock to certain consultants for services rendered | 1,515,000 | |
Securities purchase agreements, description | The Company entered into a series of securities purchase agreements with certain non-affiliate investors for the sale of 6,655,750 shares of the Company’s common stock for aggregate consideration of $2,196,500. Of the shares sold, 5,972,582 were issued to six investors for $1,851,500 and the remaining 683,168 shares were sold to a single investor for $345,000. | |
PBG Water Solutions International Inc. [Member] | ||
Organization and Principal Activities (Textual) | ||
Percentage of acquired outstanding capital stock | 100.00% | |
Exchange for shares of our common stock | 46,839,439 | |
Percentage of issued and outstanding capital stock | 83.00% | |
PBG Water Solutions International Inc. [Member] | Series A Preferred Stock [Member] | ||
Organization and Principal Activities (Textual) | ||
Exchange for shares of our common stock | 19,000 | |
Convertible preferred stock convertible into shares of common stock | 1,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Warrants [Member] | ||
Dilutive shares not included in loss per share computation | 50,000,000 | 50,000,000 |
Due from a Related Party (Detai
Due from a Related Party (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Due From a Related Party (Textual) | |||
Due from a related party | $ 2,196,500 | $ 2,196,500 | |
Common stock [Member] | |||
Due From a Related Party (Textual) | |||
Due from a related party | $ 2,196,500 | ||
Issue common shares for capital, shares | 6,655,750 | 6,655,750 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Payroll | $ 570,000 | $ 427,500 |
Professional fees | 199,615 | 137,615 |
Lab and testing fees | 1,611 | |
Listing fees | 1,847 | 3,749 |
Others | 2,565 | 2,565 |
Total | $ 694,027 | $ 573,040 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Loan from a shareholder | $ 27,849 | $ 18,174 |
Interest expense to a shareholder | 9,480 | 7,030 |
Fee for professional services provided by related parties | $ 28,500 | $ 28,500 |
License fee expense to a related party | $ 12,500 | $ 12,500 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Loan from a shareholder | $ 403,672 | $ 375,822 |
Interest payable to a shareholder | 57,303 | 47,823 |
Payable to a related party for license fee | 150,000 | 137,500 |
Professional fee payable to related parties | 237,500 | 209,000 |
Due from a related party | $ 2,196,500 | $ 2,196,500 |
Related Party Transactions an_5
Related Party Transactions and Balances (Details Textual) - USD ($) | May 01, 2018 | Feb. 28, 2018 | Apr. 30, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Related Party Transactions and Balances (Textual) | |||||||
Long-term loan from a shareholder | $ 403,672 | $ 375,822 | |||||
Lender provided to related party | 27,849 | $ 18,174 | |||||
Interest expenses loan | 9,480 | 7,030 | |||||
Professional service expense | 28,500 | 28,500 | |||||
License fee expense | 12,500 | $ 12,500 | |||||
Aggregate consideration | $ 2,196,500 | $ 2,196,500 | |||||
Common Stock [ Member] | |||||||
Related Party Transactions and Balances (Textual) | |||||||
Issue common shares for capital, shares | 6,655,750 | 6,655,750 | |||||
Aggregate consideration | $ 2,196,500 | ||||||
PBG Water Solutions International Inc. [Member] | |||||||
Related Party Transactions and Balances (Textual) | |||||||
License and supply agreement, description | PBG Water Solutions entered into a License and Supply Agreement with an individual shareholder who owned 50% of PBG Water Solutions’ common stock and the shareholder’s majority owned company Beijing QHY Environment S & T Co., Ltd. (“Beijing QHY”). Pursuant to the License and Supply Agreement and its Amendment entered into in June 2017, the individual shareholder and Beijing QHY (the “Licensor”) granted PBG the exclusive use of 21 patents in any area outside the People’s Republic of China (the “PRC”) for 20 years. A one-time fee of $1 million shall be paid before December 31, 2021, and royalties of 1% of the net revenue received by PBG from the sale, license or other distribution of the licensed products shall be paid annually | ||||||
Financial advisory agreement, description | PBG Water Solutions will pay Rebus $30,000 per quarter. The agreement has a term of five years from March 2018 but is cancellable by either party on sixty days' notice. The service fee for the first 3 months was waived by Rebus. | ||||||
PBG Water Solutions International Inc. [Member] | Shareholder [Member] | |||||||
Related Party Transactions and Balances (Textual) | |||||||
Ownership percentage | 47.15% | ||||||
Credit Loan Agreement [Member] | |||||||
Related Party Transactions and Balances (Textual) | |||||||
Ownership percentage | 28.29% | ||||||
Loan amount | $ 500,000 | ||||||
Credit loan term | 2 Years | ||||||
Annual interest rate | 10.00% | ||||||
Cash less warrant to purchase of common stock | 50,000,000 | ||||||
Exercise price | $ 0.01 | ||||||
Warrant exercisable, description | (i) raises more than $20 million in equity or (ii) has revenue in excess of $100 million in any fiscal year. | ||||||
Lender cashless warrant term | 3 years |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020shares | |
Number of Warrants, Granted | 50,000,000 |
Number of Warrants, Exercised, forfeited or expired | |
Number of Warrants, Outstanding, Ending | 50,000,000 |
Number of Warrants, Exercisable | 50,000,000 |
Stockholder's Equity (Details 1
Stockholder's Equity (Details 1) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Exercise price | $ / shares | $ 0.01 |
Warrants outstanding, Number outstanding | 50,000,000 |
Warrants outstanding, Weighted average remaining contractual life (in years) | 2 years 2 months 1 day |
Warrants outstanding, Weighted average exercise price | $ / shares | $ 0.01 |
Warrants exercisable, Number exercisable | 50,000,000 |
Warrants exercisable, Weighted average exercise price | 0.01 |
Stockholder's Equity (Details 2
Stockholder's Equity (Details 2) - Shares Available for Grant [Member] | 3 Months Ended |
Mar. 31, 2020shares | |
Balance, beginning | 8,485,000 |
Stock awards granted | |
Stock awards forfeited | |
Balance, ending | 8,485,000 |
Stockholder's Equity (Details T
Stockholder's Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2018 | Oct. 31, 2018 | Apr. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Jul. 31, 2018 | |
Shares issued of common stock | 1,515,000 | |||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||||
Expected volatility rate | 35.00% | |||||||
Expected term | 3 years | |||||||
Average risk-free interest rate | 2.66% | |||||||
Exercise price | $ 0.01 | |||||||
Fair value of stock warrant granted | $ 4,540,000 | |||||||
Consulting expense | $ 160,963 | |||||||
Due from a related party | $ 2,196,500 | $ 2,196,500 | ||||||
Estimated stock of fair value | $ 0.4075 | |||||||
Fair value of common stock | $ 617,550 | |||||||
2018 Plan [Member] | ||||||||
Aggregate number of shares | 10,000,000 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Shares issued of common stock | 19,000 | |||||||
Series A Convertible Preferred Stock [Member] | PBG Water Solutions [Member] | ||||||||
Preferred stock converted into common stock | 19,000,000 | |||||||
Common Stock [ Member] | ||||||||
Shares issued of common stock | 20,000 | 46,839,439 | 15,000 | |||||
Issue common shares for capital, shares | 6,655,750 | 6,655,750 | ||||||
Due from a related party | $ 2,196,500 | |||||||
Common stock agreement, description | The Company hired certain consultants to provide general advisory services relating to the Company operating as a publicly traded enterprise, strategic planning and execution, corporate governance and financial reporting. Pursuant to each agreement, the service term is 12 months and the Company shall pay the Consultants an aggregate of 1,500,000 shares of the Company's common stock which was delivered at inception of the Agreements. | |||||||
Maximum [Member] | ||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||
Minimum [Member] | ||||||||
Common stock, shares authorized | 70,000,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax provision at the federal statutory rate | 21.00% |
Effect of operating losses | (21.00%) |
Effective income tax rate continuing operations | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 316,792 | $ 274,926 |
Valuation allowance | (316,792) | (274,926) |
Net deferred tax asset |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory rate (21%) | $ 41,866 | $ 44,971 |
Non-deductible expenses | (33,802) | |
Increase in valuation allowance | (41,866) | (11,169) |
Income tax expenses |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended |
Mar. 31, 2020 | |
Income taxes (Textual) | |
Tax at statutory rate | 21.00% |