Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Trading Symbol | golu | |
Entity Registrant Name | GOLD UNION INC. | |
Entity Central Index Key | 1,500,122 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,663,134,500 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 81,112 | $ 88,247 |
Prepayments and deposits | 4,824 | 4,642 |
Total current assets | 85,936 | 92,889 |
Non-current assets | ||
Land under development | 630,000 | 630,000 |
Total assets | 715,936 | 722,889 |
Current liabilities: | ||
Amounts due to related parties | 226,623 | 214,517 |
Accounts payables and accrued liabiilities | 48,045 | 36,413 |
Total liabilities | 274,668 | 250,930 |
Stockholders' equity: | ||
Common stock, 3,000,000,000 authorized common shares of $0.0001 par value, 2,663,134,500 and 2,663,134,500 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 266,313 | 266,313 |
Additional paid-in capital | 387,055 | 387,055 |
Accumulated deficit | (575,915) | (548,861) |
Total stockholders' equity | 77,453 | 104,507 |
Non-controlling interests | 363,815 | 367,452 |
Total equity | 441,268 | 471,959 |
Total Liabilities and Stockholders' Equity | $ 715,936 | $ 722,889 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 2,663,134,500 | 2,663,134,500 |
Common stock, shares outstanding | 2,663,134,500 | 2,663,134,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Professional fees | 6,628 | 1,946 | 23,696 | 19,354 |
General and administrative expenses | 3,018 | 5,232 | 6,995 | 21,861 |
Loss before income tax | (9,646) | (7,178) | (30,691) | (41,215) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (9,646) | (7,178) | (30,691) | (41,215) |
Net loss attributable to non-controlling interest | (1,569) | (2,721) | (3,637) | (11,368) |
Net loss attributable to the Company | $ (8,077) | $ (4,457) | $ (27,054) | $ (29,847) |
Net loss per share - Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - Basic and diluted | 2,663,134,500 | 2,663,134,500 | 2,663,134,500 | 2,663,134,500 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (30,691) | $ (41,215) |
Changes in operating assets and liabilities: | ||
Prepayments and deposits | (182) | (35) |
Accounts payable and accrued liabilities | 11,632 | 4,170 |
Net cash used in operating activities | (19,241) | (37,080) |
Cash flows from financing activities: | ||
Advances from related parties | 12,106 | 15,219 |
Net cash provided by financing activities | 12,106 | 15,219 |
Net change in cash and cash equivalents | (7,135) | (21,861) |
Cash and cash equivalents, beginning of period | 88,247 | 115,935 |
Cash and cash equivalents, end of period | 81,112 | 94,074 |
Supplemental disclosure of cash flows information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit [Member] | Total Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, shares at Dec. 31, 2016 | 2,663,134,500 | |||||
Beginning balance, amount at Dec. 31, 2016 | $ 266,313 | $ 387,055 | $ (548,861) | $ 104,507 | $ 367,452 | $ 471,959 |
Net loss | (27,054) | (27,054) | (3,637) | (30,691) | ||
Ending balance, shares at Jun. 30, 2017 | 2,663,134,500 | |||||
Ending balance, amount at Jun. 30, 2017 | $ 266,313 | $ 387,055 | $ (575,915) | $ 77,453 | $ 363,815 | $ 441,268 |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the consolidated balance sheet as of December 31, 2016 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2017 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2016. |
2. Organization and Business Ba
2. Organization and Business Background | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | Gold Union Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 6, 2010. The Company changes its current name from Advanced Ventures Corp. on January 6, 2014. The Company is a start-up company that intends to develop its freehold land and construct into an industrial park for long-term investment purpose in the Kingdom of Cambodia. The Company has not yet commenced any significant operations and all activities of the Company to date relate to its organization, initial funding and share issuances. The Company’s fiscal year end is December 31. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held G.U. Asia Limited Hong Kong, a limited liability company Investment holding and business activities in Asian region HK$10,000 100% G.U. International Limited The Republic of Seychelles, a limited liability company Investment holding US$2,000 100% Phnom Penh Golden Corridor Trading Co. Limited (“PPGCT”) The kingdom of Cambodia, a private limited liability company Property holding and development 4,065,000,000 Cambodian Riels, denoted by KHR (equal to US$1,000,000) 48% GOLU and its subsidiaries are hereinafter referred to as (the “Company”). |
3. Going Concern Uncertainties
3. Going Concern Uncertainties | 6 Months Ended |
Jun. 30, 2017 | |
Going Concern Uncertainties | |
Going Concern Uncertainties | The accompanying condensed 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. From its inception, the Company has suffered from continuous losses with an accumulated deficit of $575,915 as of June 30, 2017 and experienced negative cash flows from operations. The continuation of the Company as a going concern through June 30, 2018 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 condensed 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. |
4. Summary of Significant Accou
4. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. · Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). · Use of estimates In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates. · Basis of consolidation The condensed consolidated financial statements include the accounts of GOLU and its wholly-owned subsidiaries and the accounts of PPGCT, which represent substantially all of the Company’s consolidated assets and liabilities. Although the Company legally owns 48% equity interest in PPGCT, there is an effective control of PPGCT by the common shareholders of the Company and PPGCT, and whose financial statements are required to be consolidated. All significant inter-company accounts and transactions were eliminated in consolidation. · 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. · Land under development Land under development relating to freehold farmland, is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational. Long-lived assets primarily include freehold farmland held for development. In accordance with the provision of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets Policy for Capitalizing Development Cost The cost of land includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Land under Development in the balance sheets. Capitalized development costs include interest, and other direct project costs incurred during the period of development. As of June 30, 2017, there was no such capitalized interest and capitalized development cost. A variety of costs are incurred in the acquisition, development and construction of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The Company adopts the capitalization policy on development properties, which is guided by ASC Topic 835-20 “ Interest – Capitalization of Interest Real Estate - General · Income taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the three and six months ended June 30, 2017 and 2016, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2017, the Company did not have any significant unrecognized uncertain tax positions. · Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share. There were no potentially outstanding dilutive shares for the three and six months ended June 30, 2017 and 2016. · Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. 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 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 The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. 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 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 consolidated 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 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 accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. · Recent accounting pronouncements 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. |
5. Land Under Development
5. Land Under Development | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate [Abstract] | |
Land Under Development | At June 30, 2017, the Company had three pieces of freehold farmland located at Phkang Village, Chbarmorn Commune, Chbarmorn District, Phnom Penh, Cambodia with a total land size of 172,510 meter square. These lands are currently vacant and the Company is actively anticipating the town planning and development application. The Company expects to develop and construct an industrial complex for rental income purpose, which will be completed in the next two to three years, subject to the final approval from the local government. No depreciation is provided for during the periods presented. |
6. Amount Due to a Related Part
6. Amount Due to a Related Party | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Amount Due to a Related Party | From time to time, a major stockholder of the Company advanced funds to the Company for working capital purpose in the prior periods. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from director was not significant. |
7. Income Taxes
7. Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company generated an operating loss for the three and six months ended June 30, 2017 and 2016 and did not record income tax expense. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows: United States of America GOLU is registered in the State of Delaware and is subject to United States of America tax law. No provision for income taxes have been made as GOLU has generated no taxable income for the periods presented. 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 period presented. As of June 30, 2017, the Company incurred $474,945 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2037, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $161,481 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Hong Kong G.U. Asia Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on assessable income. There is no operation in Hong Kong during the period reported. Republic of Seychelles Under the Republic of Seychelles law, G.U. International Limited is not subject to tax on income. Kingdom of Cambodia PPGCT is subject to Cambodian tax law at the statutory rate of 20% on its assessable income. As of June 30, 2017, PPGCT incurred $108,499 of cumulative net operating losses which can be carried forward to offset against its future taxable income at no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $21,700 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 (Unaudited) (Audited) Deferred tax assets: Net operating loss carryforwards: $ $ - 161,481 153,425 - 21,700 20,301 183,181 173,726 Less: valuation allowance (183,181 ) (173,726 ) Deferred tax assets $ – $ – Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $183,181 as of June 30, 2017. During the six months ended June 30, 2017, the valuation allowance increased by $9,455, primarily relating to net operating loss carryforwards from the local tax regime. |
8. Related Party Transactions
8. Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Advances from a Major Stockholder From time to time, a major stockholder of the Company advance funds to the Company for working capital purpose in the prior periods. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from director was not significant. |
9. Commitments and Contingencie
9. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | For the three and six months ended June 30, 2017, the Company was committed to an operating lease agreement for office premises at a fixed amount on a monthly basis and generally did not contain significant renewal options. As of June 30, 2017, the Company had no material capital commitments or contingencies involved. |
10. Subsequent Event
10. Subsequent Event | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | The Company evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure. |
4. Summary of Significant Acc17
4. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | · Basis of presentation These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of estimates | · Use of estimates In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Basis of consolidation | · Basis of consolidation The condensed consolidated financial statements include the accounts of GOLU and its wholly-owned subsidiaries and the accounts of PPGCT, which represent substantially all of the Company’s consolidated assets and liabilities. Although the Company legally owns 48% equity interest in PPGCT, there is an effective control of PPGCT by the common shareholders of the Company and PPGCT, and whose financial statements are required to be consolidated. All significant inter-company accounts and transactions were eliminated in consolidation. |
Cash and cash equivalents | · 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. |
Land under development | · Land under development Land under development relating to freehold farmland, is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational. Long-lived assets primarily include freehold farmland held for development. In accordance with the provision of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets Policy for Capitalizing Development Cost The cost of land includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Land under Development in the balance sheets. Capitalized development costs include interest, and other direct project costs incurred during the period of development. As of June 30, 2017, there was no such capitalized interest and capitalized development cost. A variety of costs are incurred in the acquisition, development and construction of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The Company adopts the capitalization policy on development properties, which is guided by ASC Topic 835-20 “ Interest – Capitalization of Interest Real Estate - General |
Income taxes | · Income taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the three and six months ended June 30, 2017 and 2016, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2017, the Company did not have any significant unrecognized uncertain tax positions. |
Net loss per share | · Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share. There were no potentially outstanding dilutive shares for the three and six months ended June 30, 2017 and 2016. |
Related parties | · Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. 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 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 | · Commitments and contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. 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 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 consolidated 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 | · 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 accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Recent accounting pronouncements | · Recent accounting pronouncements 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. |
2. Organization and Business 18
2. Organization and Business Background (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Subsidiary Listing | Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held G.U. Asia Limited Hong Kong, a limited liability company Investment holding and business activities in Asian region HK$10,000 100% G.U. International Limited The Republic of Seychelles, a limited liability company Investment holding US$2,000 100% Phnom Penh Golden Corridor Trading Co. Limited (“PPGCT”) The kingdom of Cambodia, a private limited liability company Property holding and development 4,065,000,000 Cambodian Riels, denoted by KHR (equal to US$1,000,000) 48% |
7. Income Taxes (Tables)
7. Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | June 30, 2017 December 31, 2016 (Unaudited) (Audited) Deferred tax assets: Net operating loss carryforwards: $ $ - 161,481 153,425 - 21,700 20,301 183,181 173,726 Less: valuation allowance (183,181 ) (173,726 ) Deferred tax assets $ – $ – |
2. Organization and Business 20
2. Organization and Business Background (Details) | 6 Months Ended |
Jun. 30, 2017 | |
G.U. Asia Limited [Member] | |
Place of incorporation | Hong Kong |
Type of legal entity | Limilted Liability Company |
Principal activities and place of operation | Investment holding and business activities in Asian region |
Particulars of issued/registered share capital | HK$10000 |
Effective interest held | 100.00% |
G.U. International Limited [Member] | |
Place of incorporation | The Republic of Seychelles |
Type of legal entity | Limited Liability Company |
Principal activities and place of operation | Investment holding |
Particulars of issued/registered share capital | US$2000 |
Effective interest held | 100.00% |
PPGCT [Member] | |
Place of incorporation | The kingdom of Cambodia |
Type of legal entity | Private Limited Liability Company |
Principal activities and place of operation | Property holding and development |
Particulars of issued/registered share capital | 4,065,000,000 Cambodian Riels, donated by KHR (equal to US$1,000,000) |
Effective interest held | 48.00% |
3. Going Concern Uncertainties
3. Going Concern Uncertainties (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Going Concern Uncertainties Details Narrative | ||
Accumulated deficit during the development stage | $ (575,915) | $ (548,861) |
4. Summary of Significant Acc22
4. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Impairment charges | $ 0 | $ 0 | ||
Capitalized interest and capitalized development cost | 0 | 0 | ||
Capitalized development costs | 0 | $ 0 | ||
Unrecognized uncertain tax positions | $ 0 | $ 0 | $ 0 | $ 0 |
Antidilutive shares | 0 | 0 | 0 | 0 |
5. Land Under Development (Deta
5. Land Under Development (Details Narrative) | Jun. 30, 2017m² |
Phkang Village, Cambodia [Member] | |
Land holdings, square meters | 172,510 |
7. Income Taxes (Details)
7. Income Taxes (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Net operating loss carryforward | $ 183,181 | $ 173,726 |
Less: valuation allowance | (183,181) | (173,726) |
Deferred tax assets | 0 | 0 |
United States [Member] | ||
Net operating loss carryforward | 161,481 | 153,425 |
Less: valuation allowance | (161,481) | |
Kingdom of Cambodia [Member] | ||
Net operating loss carryforward | 21,670 | $ 20,301 |
Less: valuation allowance | $ (21,670) |
7. Income Taxes (Details Narrat
7. Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Net operating loss carryforward | $ 474,945 |
Operating loss beginning expiration date | Dec. 31, 2037 |
Change in valuation allowance | $ 9,455 |
Hong Kong Profits Tax [Member] | |
Effective income tax rate | 16.50% |
PPGCT [Member] | |
Net operating loss carryforward | $ 108,499 |
PPGCT [Member] | Cambodian Tax [Member] | |
Effective income tax rate | 20.00% |