Zhong Ya International (ZYJT) 10-Q 17 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - $ / shares	Aug. 13, 2018	Jun. 30, 2018
Details
Registrant Name		Zhong Ya International Ltd
Registrant CIK		1,442,101
SEC Form		10-Q
Period End date		Jun. 30, 2018
Fiscal Year End		--12-31
Trading Symbol		wluc
Tax Identification Number (TIN)		263,045,445
Number of common stock shares outstanding	187,350
Filer Category		Smaller Reporting Company
Current with reporting		Yes
Voluntary filer		No
Well-known Seasoned Issuer		No
Amendment Flag		false
Document Fiscal Year Focus		2,018
Document Fiscal Period Focus		Q2
Entity Incorporation, State Country Name		Nevada
Entity Address, Address Line One		64 North Pecos, Suite 900
Entity Address, City or Town		Henderson
Entity Address, State or Province		NV
Entity Address, Postal Zip Code		89,074
City Area Code		702
Local Phone Number		472-5066
Entity Listing, Par Value Per Share	$ 0.001

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS, (June 30, 2018 Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
ASSETS
TOTAL ASSETS	$ 0	$ 0
Current Liabilities
Accounts payable and accrued expenses	6,864	36,815
Due to related party	14,867	0
Accrued interest	0	3,723
Related party loans	0	0
Total current liabilities	21,731	40,538
Stockholders' (deficit):
Common Stock, Value, Issued	187	8,505
Additional paid-in capital	117,245	74,389
(Deficit)	(139,163)	(123,432)
Total stockholders' (deficit)	(21,731)	(40,538)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	0	0
Preferred Stock, Value, Issued	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS, (June 30, 2018 Unaudited) - Parenthetical - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	50,000,000	750,000,000
Common Stock, Shares, Issued	187,350	85,050
Common Stock, Shares, Outstanding	187,350	85,050

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating expenses:
General and administrative expenses	$ (10,377)	$ (600)	$ (15,731)	$ (1,200)
Other income (expense)
Other income	0	0	0	1,000
Interest (expense)	0	(158)	0	(315)
Total other (expense) income	0	(158)	0	685
Net Income (Loss)	$ (10,377)	$ (758)	$ (15,731)	$ (515)
Net Income (Loss) per share - basic and diluted	$ (0.06)	$ (0.01)	$ (0.09)	$ (0.01)
Weighted average shares outstanding, basic and diluted	187,350	85,050	172,736	85,050

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - 6 months ended Jun. 30, 2018 - USD ($)	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance, Starting at Dec. 31, 2017	$ 74,389	$ (123,432)	$ (40,538)
Stock Issued During Period, Value, New Issues	24,308	0	34,538
Effect of stock exchange	18,548	0	0
Net Income (Loss)	0	(15,731)	(15,731)
Equity Balance, Ending at Jun. 30, 2018	$ 117,245	$ (139,163)	$ (21,731)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net (loss)	$ (15,731)	$ (515)
Change in operating assets and liabilities:
Increase in accounts payable and accrued expenses	864	200
Increase in due to related party	14,867	0
Increase in accrued interest	0	315
Net cash (used in) operating activities	0	0
Net change in cash and cash equivalents	0	0
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	0	0
Cash and Cash Equivalents, at Carrying Value, Ending Balance	0	0
Supplemental disclosure of cash flow information
Cash paid for income taxes	0	0
Cash paid for interest	0	0
Supplemental disclosure of non-cash investing and financing activities
Issuance of 102,300 shares for accounts payable and accrued expenses	$ 34,538	$ 0

1 - General - Organization and

1 - General - Organization and Business Nature	6 Months Ended
	Jun. 30, 2018
Notes
1 - General - Organization and Business Nature	1. GENERAL Organization and Business Nature On May 25, 2018, Western Lucrative Enterprises, Inc. (“WLUC”), an Iowa corporation, formed a wholly owned subsidiary, a Nevada corporation named Zhong Ya International Limited (“Zhong Ya”), and on July 3, 2018, WLUC merged with and into Zhong Ya under an Agreement and Plan of Merger (“Merger Agreement”), with the surviving entity being Zhong Ya (such surviving entity referred to herein as the “Company”), for the purpose of changing domicile from Iowa to Nevada, reducing the outstanding shares of common stock by 1 for 100 and effecting the name change to Zhong Ya International Limited. The financial statements give retroactive effect to this merger and the 1 for 100 stock exchange. The Company has not generated any revenues from operations and can give no assurance of any future revenues. The Company will require substantial additional funding to initiate and develop its operations. There is no assurance that the Company will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to the Company (see Note 9).

2 - Summary of Significant Acco

2 - Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Notes
2 - Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2017, which was filed on April 17, 2018 and amended on April 24, 2018. Consolidation The unaudited condensed consolidated financial statements of the Company reflect the principal activities of WLUC and its inactive wholly-owned subsidiary of Zhong Ya. All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents. Convertible Debt Convertible debt is accounted for under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470, Debt – Debt with Conversion and Other Options Income Taxes The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. On June 30, 2018 and December 31, 2017, the Company has established a full valuation allowance against its deferred tax assets, principally for operating losses, due to the uncertainty in realizing the benefits. The Company follows the provisions of FASB ASC 740-10-25. The provisions prescribe a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns and require that uncertain tax positions are evaluated in a two-step process. The Company does not have any uncertain tax positions. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs – Inputs other than the quoted prices in Level 1 that are observable either directly or indirectly. Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Non-derivative financial instruments include payables. As of June 30, 2018 and December 31, 2017, the carrying values of these financial instruments approximated their fair values due to their short term nature. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings (Loss) per Share The Company computes net earnings (loss) per common share in accordance with FASB ASC 260, Earnings Per Share Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the accompanying statements of operations and cash flows.

3 - Recently issued accounting

3 - Recently issued accounting standards	6 Months Ended
	Jun. 30, 2018
Notes
3 - Recently issued accounting standards	3. RECENTLY ISSUED ACCOUNTING STANDARDS As of the date that this quarterly report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s consolidated financial statements.

4. - Common Stock

4. - Common Stock	6 Months Ended
	Jun. 30, 2018
Notes
4. - Common Stock	4. COMMON STOCK At December 31, 2017, WLUC has authorized seven hundred and fifty million shares of common stock with a par value of $.001. Upon completion of the merger and stock exchange in July 2018, the surviving subsidiary, Zhong Ya, has fifty million shares of common stock authorized with a par value of $0.001. As of June 30, 2018, and December 31, 2017, there were 187,350 shares and 85,050 shares of common stock issued and outstanding, respectively. The Company entered into a debt assumption and conversion agreement, dated January 31, 2018, pursuant to which $30,815 in accounts payable and accrued expenses and $3,723 accrued interest owed to Magellan Capital Partners, Inc. (“Magellan”) were converted into 102,300 shares of the Company’s common stock, issued in the name of Tonbridge, LLC, a company under common control with Magellan. In May 2018, The transaction decreased the number of outstanding shares from 18,735,000 to 187,350. These consolidated financial statements have been retroactively adjusted to reflect this exchange.

5 - Convertible Promissory Note

5 - Convertible Promissory Notes Cancellation	6 Months Ended
	Jun. 30, 2018
Notes
5 - Convertible Promissory Notes Cancellation	5. CONVERTIBLE PROMISSORY NOTES CANCELLATION As of December 31, 2017, the Company had $17,500 convertible notes outstanding with a $17,500 beneficial conversion feature discount feature. On January 31, 2018, the Company entered into a cancellation of debt agreement with Millennium Group, Inc., for the cancellation of $11,864 in aggregate principal and accrued interest under a promissory note, dated August 20, 2010. The Company also entered into a cancellation of debt agreement with Savile Town Investments, Inc., dated as of January 31, 2018, for the cancellation of $1,881 in aggregate principal and accrued interest under a promissory note, dated December 31, 2012, which was assigned to Codell Financial Services, LLC on April 26, 2017. In addition, the Company entered into a cancellation of debt agreement with Magellan Capital Partners, Inc., for the cancellation of $7,526 in aggregate principal and accrued interest under a promissory note, dated December 31, 2012. In accordance with ASC 470-20, Debt with conversion and other options In accordance with GAAP, the above promissory notes should have been accreted up commencing upon their issuance up to their value required to be paid on the due dates. The Millenium note should have had a value of $10,000 on its August 20, 2017 due date and the two other notes (Magellan and Savile Town) should have had a total value of $7,500 on their December 31, 2017 due date. Do to the inactivity of the Company and the fact that these three notes and their related accrued interest was forgiven, from a qualitative perspective, a determination was made not to amend or correct prior filings for this error.

6. - Income Taxes

6. - Income Taxes	6 Months Ended
	Jun. 30, 2018
Notes
6. - Income Taxes	6. INCOME TAXes At June 30, 2018 and December 31, 2017, the Company has established full a valuation allowance against its deferred tax assets, principally for operating loss carryforwards, due to the uncertainty in realizing the benefits. As of June 30, 2018, the Company had approximately $140,000 of unused operating loss carryforwards expiring through 2038. Currently, the 2015, 2016 and 2017 tax years are open and subject to examination by the taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities.

7 - Due to Related Party

7 - Due to Related Party	6 Months Ended
	Jun. 30, 2018
Notes
7 - Due to Related Party	7. Due to related party As of June 30, 2018, and December 31, 2017, the Company had a non-interest-bearing payable of $14,867 and $0 , respectively, due to the principal shareholder of the Company who advanced funds for the Company’s operations.

8. - Contingencies

8. - Contingencies	6 Months Ended
	Jun. 30, 2018
Notes
8. - Contingencies	8. CONTINGENCIES The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this report, there are no material pending legal proceedings to which the Company is a party or of which any of its property is the subject, nor are there any such proceedings known to be contemplated.

9. - Going Concern

9. - Going Concern	6 Months Ended
	Jun. 30, 2018
Notes
9. - Going Concern	9. Going concern The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company has not generated any revenues since inception. While the Company is attempting to commence operations and generate revenues, the Company continues to be reliant upon its stockholders to support its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management is hoping to raise additional funds through the issuance of additional equity or debt securities. While the Company believes in its ability to raise additional funds and the viability of its strategy, there can be no assurances that they will be successful. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its stockholders and its ability to obtain the necessary equity or debt financing and eventually commence and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

I0. - Subsequent Events

I0. - Subsequent Events	6 Months Ended
	Jun. 30, 2018
Notes
I0. - Subsequent Events	10. Subsequent Events On June 5, 2018, WLUC entered into a definitive agreement with Zhong Ya, a Nevada corporation and a wholly owned subsidiary of WLUC. WLUC would reincorporate in Nevada under the Merger Agreement for the purpose of changing domicile from Iowa to Nevada and changing its name to Zhong Ya International Limited. Upon completion of the merger, each one hundred (100) shares of common stock of WLUC, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the merger was canceled and converted automatically into one (1) share of common stock of Zhong Ya, par value $0.001 per share. On July 3, 2018, the Company filed Articles of Merger with the Secretary of State of the State of Nevada merging the Company with and into Zhong Ya, with Zhong Ya as the survivor to the merger, succeeding to all of the Company’s assets and liabilities. The financial statements give retroactive effect to this merger.

2 - Summary of Significant Ac17

2 - Summary of Significant Accounting Policies: Basis of Accounting and Presentation (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Basis of Accounting and Presentation	Basis of Accounting and Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2017, which was filed on April 17, 2018 and amended on April 24, 2018.

2 - Summary of Significant Ac18

2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents.

2 - Summary of Significant Ac19

2 - Summary of Significant Accounting Policies: Convertible Debt (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Convertible Debt	Convertible Debt Convertible debt is accounted for under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470, Debt – Debt with Conversion and Other Options

2 - Summary of Significant Ac20

2 - Summary of Significant Accounting Policies: Income Taxes (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Income Taxes	Income Taxes The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. On June 30, 2018 and December 31, 2017, the Company has established a full valuation allowance against its deferred tax assets, principally for operating losses, due to the uncertainty in realizing the benefits. The Company follows the provisions of FASB ASC 740-10-25. The provisions prescribe a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns and require that uncertain tax positions are evaluated in a two-step process. The Company does not have any uncertain tax positions.

2 - Summary of Significant Ac21

2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2 Inputs – Inputs other than the quoted prices in Level 1 that are observable either directly or indirectly. Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements. FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Non-derivative financial instruments include payables. As of June 30, 2018 and December 31, 2017, the carrying values of these financial instruments approximated their fair values due to their short term nature.

2 - Summary of Significant Ac22

2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2 - Summary of Significant Ac23

2 - Summary of Significant Accounting Policies: Earnings (Loss) per Share (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Earnings (Loss) per Share	Earnings (Loss) per Share The Company computes net earnings (loss) per common share in accordance with FASB ASC 260, Earnings Per Share

2 - Summary of Significant Ac24

2 - Summary of Significant Accounting Policies: Reclassifications (Policies)	6 Months Ended
	Jun. 30, 2018
Policies
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the accompanying statements of operations and cash flows.

1 - General - Organization an25

1 - General - Organization and Business Nature (Details)	6 Months Ended
	Jun. 30, 2018
Details
Entity Incorporation, Date of Incorporation	May 25, 2018
Entity Information, Former Legal or Registered Name	Western Lucrative Enterprises, Inc.
Entity Incorporation, State Country Name	Nevada

4. - Common Stock (Details)

4. - Common Stock (Details) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Details
Common Stock, Shares Authorized	50,000,000	750,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	187,350	85,050
Common Stock, Shares, Outstanding	187,350	85,050

5 - Convertible Promissory No27

5 - Convertible Promissory Notes Cancellation (Details)	Dec. 31, 2017USD ($)
Details
Convertible Debt	$ 17,500
Beneficial Interest Liability	$ (17,500)

7 - Due to Related Party (Detai

7 - Due to Related Party (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Details
Due to related party	$ 14,867	$ 0

I0. - Subsequent Events (Detail

I0. - Subsequent Events (Details)	6 Months Ended
	Jun. 30, 2018
Event #1
Subsequent Event, Date	Jun. 5, 2018
Subsequent Event, Description	WLUC entered into a definitive agreement with Zhong Ya
Event #2
Subsequent Event, Date	Jul. 3, 2018
Subsequent Event, Description	Company filed Articles of Merger with the Secretary of State of the State of Nevada merging the Company with and into Zhong Ya