Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | E-WORLD USA HOLDING,INC | |
Entity Central Index Key | 1,517,498 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 142,828,993 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 1,684 | $ 2,054 |
Accounts receivable, net | 10,931 | 77,931 |
Inventory, net | 75,961 | 81,790 |
Prepaid expenses | 23,769 | 22,559 |
TOTAL CURRENT ASSETS | 112,345 | 184,334 |
PROPERTY AND EQUIPMENT, net | 64,998 | 73,028 |
DEPOSITS AND OTHER ASSETS | 9,850 | 9,850 |
TOTAL ASSETS | 187,193 | 267,212 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 248,019 | 260,738 |
Deferred revenue | 1,574,162 | 1,588,969 |
Accrued bonus | 680,980 | 682,356 |
Due to shareholder, non-interest bearing | 2,951,110 | 2,947,170 |
Advances from related party, interest bearing | 30,000 | 30,000 |
Advances from related parties, non-interest bearing | 533,839 | 533,839 |
Due to employee | 95,000 | 95,000 |
Due to third parties, interest bearing | 109,030 | 109,030 |
Due to third parties, non-interest bearing | 656,292 | 326,292 |
Current portion of long term debt | 11,668 | 11,582 |
Rescission Liability - Type A Warrants | 7,165,413 | 7,165,413 |
Rescission Liability - Type B Warrants | 249,111 | 249,111 |
TOTAL CURRENT LIABILITIES | 14,304,624 | 13,999,500 |
NON-CURRENT LIABILITIES: | ||
Long term debt | 23,183 | 26,397 |
Due to shareholder, interest bearing | 471,603 | 471,603 |
TOTAL NON-CURRENT LIABILITIES | 494,786 | 498,000 |
TOTAL LIABILITIES | 14,799,410 | 14,497,500 |
COMMITMENTS AND CONTINGENCIES (NOTE 4 AND 10) | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 142,828,993 shares issued and outstanding, as of March 31, 2017 and December 31, 2016 | 142,829 | 142,829 |
Additional paid-in capital | 3,657,949 | 3,657,949 |
Accumulated deficit | (18,412,995) | (18,031,066) |
TOTAL SHAREHOLDERS' DEFICIT | (14,612,217) | (14,230,288) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 187,193 | $ 267,212 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
SHAREHOLDERS' DEFICIT | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 200,000,000 | 200,000,000 |
Common stock, Issued | 142,828,993 | 142,828,993 |
Common stock, outstanding | 142,828,993 | 142,828,993 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statements Of Operations | ||
SALES | $ 32,496 | $ 188,069 |
COST OF SALES | 5,732 | 73,472 |
GROSS PROFIT | 26,764 | 114,597 |
OPERATING EXPENSES | ||
Selling expenses | 4,984 | 37,767 |
Depreciation expense | 8,030 | 8,518 |
General and administrative expenses | 377,830 | 421,265 |
Total operating expenses | 390,844 | 467,550 |
LOSS FROM OPERATIONS | (364,080) | (352,953) |
OTHER INCOME (EXPENSE), net: | ||
Finance expenses | (17,849) | (8,821) |
Total other expense, net | (17,849) | (8,821) |
LOSS BEFORE INCOME TAXES | (381,929) | (361,774) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (381,929) | $ (361,774) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||
Basic and Diluted | 142,828,993 | 142,828,993 |
LOSS EARNINGS PER SHARE - BASIC & DILUTED | ||
Net loss | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (381,929) | $ (361,774) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 8,030 | 8,518 | |
Bad debt expense | 17,660 | $ 18,040 | |
Changes in operating assets and liabilities | |||
Accounts receivable | 67,000 | (58,337) | |
Inventory | 5,829 | (35,020) | |
Prepaid expenses | (1,210) | 57,662 | |
Accounts payable and accrued expenses | (12,719) | 5,350 | |
Deferred revenue | (14,807) | (49,668) | |
Accrued bonus | (1,376) | 34,752 | |
Net Cash Used in Operating Activities | (331,182) | (380,857) | |
Cash Flows from Financing Activities: | |||
Advances from shareholder, interest bearing | 471,603 | ||
Advances from shareholder, non-interest bearing | 21,137 | 36,282 | |
Payment to shareholder, non-interest bearing | (17,197) | (87,046) | |
Payment to related party, interest bearing | (40,000) | ||
Advances from third parties, non-interest bearing | 340,000 | ||
Payment to third parties, non-interest bearing | (10,000) | ||
Principal payments on debt | (3,128) | (3,036) | |
Net Cash Provided by Financing Activities | 330,812 | 377,803 | |
Net Change in Cash | (370) | (3,054) | |
Cash, beginning of period | 2,054 | 8,550 | 8,550 |
Cash, end of period | 1,684 | 5,496 | $ 2,054 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 15,705 | 13,821 | |
Cash paid for income taxes |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
1. Organization | E-World USA Holding, Inc. (the "Company"), a Nevada corporation, was formed February 4, 2011. Its predecessor, with the same name was a California company incorporated in 2007. In April 2011, E-World USA Holding, Inc., a California corporation, entered into a merger agreement with its wholly-owned subsidiary, E-World USA Holding, Inc., a Nevada corporation which was the survivor of the merger. Under the Merger Agreement, the Company issued 90,000,000 shares of its common stock on a one share for one share basis for each share of E-World USA Holding, Inc., a California corporation, common stock issued and outstanding at the date of the merger. In addition, the Company issued the Type A Warrants and Type B Warrants in exchange for comparable warrants issued and outstanding of E-World USA Holding, Inc., a California corporation, at the date of the merger. The Company is a provider of health and nutritional supplements and personal care products currently sold on the Internet through our website, www.dailynu.com |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
2. Going Concern | There is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues, significant recurring losses and negative working capital. If we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. Management is trying to alleviate the going concern risk by: engaging external sales representatives to sell the Companys products, securing various financing resources, including but not limited to, borrowing from the Companys major shareholder, and the possibility of raising funds through a future public offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
3. Summary of Significant Accounting Policies | Basis of Presentation These unaudited condensed financial statements have been presented by the Company in accordance with accounting principles generally accepted in the United States, are expressed in U.S. dollars and include the accounts of E-World USA Holding, Inc., a Nevada corporation, and its subsidiary, E-World USA Holding, Inc., a California corporation. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results are not necessarily indicative of results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the 2016 annual report on Form 10-K filed on May 1, 2017. Principles of consolidation The accompanying consolidated financial statements include the financial statements of E-World USA Holding, Inc. and its subsidiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. All significant inter-company transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant accounting estimates reflected in the Companys consolidated financial statements include the useful lives of property and equipment, collectability of receivables and fair value of rescission liability Type A & B Warrants. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of money market accounts and foreign and domestic bank accounts. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Companys cash and cash equivalents. Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on credit history with customers and their current financial condition. Bad debt expense or write-offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The accounts receivable balance and allowance for doubtful accounts are as follows: March 31, 2017 December 31, 2016 Accounts receivable $ 54,207 $ 121,207 Allowance for doubtful accounts (43,276 ) (43,276 ) Accounts receivable, net $ 10,931 $ 77,931 Movement of allowance for doubtful accounts is as follows: Three months ended March 31, 2017 Year ended December 31, 2016 Beginning balance $ 43,276 $ 25,236 Provision for doubtful accounts - 18,040 Ending balance $ 43,276 $ 43,276 Inventory Inventories are valued at the lower of cost (determined on a first-in, first-out basis) or market. Inventory consists of nutritional and skin-care products. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs when costs exceed expected net realizable value. The inventories shelf lives are approximately 3 years. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Upon disposition, the cost and related accumulated depreciation is removed from the books, and any resulting gain or loss is included in operations. The Company provides for depreciation using straight-line methods over the estimated useful lives of various classes as follow: Computer and software 3 to 5 years Furniture and fixtures 5 to 10 years Vehicles 5 to 7 years Leasehold improvement over expected lease term Repair and maintenance is charged to operations when incurred while betterments and renewals are capitalized. Impairment of Long-Lived Assets Long-lived assets, including, property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, the Company reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2017 and December 31, 2016, no impairment of long-lived assets was recognized. Deferred Revenue Deferred revenue represents product deposits advanced by customers on specified product orders or on future orders that have not been shipped as of the balance sheet date. Deferred revenue also represents shipping fees deposits advanced by customers in relation to the unshipped product orders. Deferred revenue is reduced when the related sale is recognized in accordance with the Companys revenue recognition policy. Accrued Bonus Accrued bonus represents amounts earned by the Companys Affiliated Members for successful customer purchase. These bonuses are in the form of rebate credits that can be used to order the Companys products, or the Affiliate Members can request a rebate in cash. Fair Value of Financial Instruments ASC 825 requires that the Company discloses estimated fair values of financial instruments. The Company believes the carrying value of short-term debt is a reasonable estimate of fair value due to rates being currently offered. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. The following table sets forth by level within the fair value hierarchy the Companys financial assets and liabilities that were accounted for at fair value as of March 31, 2017 and December 31, 2016: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Rescission Liability Type A Warrants -- -- $ 7,165,413 $ 7,165,413 Rescission Liability Type B Warrants -- -- 249,111 249,111 Total -- -- $ 7,414,524 $ 7,414,524 Revenue Recognition The Company recognizes revenue when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. The Company generally receives the net sales price in cash or through credit card payments when products are ordered. When the Company has sales events whereby the sales are non-returnable or non-refundable, the revenue is recognized when products are shipped. The Company also recognized revenue on shipping and handling fees charged to the Companys customers. Shipping and handling fee revenue is recognized when products have been delivered. Shipping and handling fee revenues totaled $1,068 and $6,389 for the three months ended March 31, 2017 and 2016, respectively. Product returns are allowed for unopened products purchased under regular sales terms within 60 days. Allowances for product returns are provided at the time the sale is recorded using historic return rates for each country and the relevant return pattern. Historically the Company has a nearly zero return rate. Hence, the allowance as of March 31, 2017 and December 31, 2016 is estimated at $0. In addition to the Companys 60-day return policy, the Company, at its discretion, may accept a customers application for a buy-back of products previously sold within one year at 90% of the original product costs less commissions and shipping costs. The Company implemented its buy-back policy on January 1, 2012. To date, the Company has not received any buy-back applications. As a result, no allowance for buy-backs has been recorded as of March 31, 2017 and December 31, 2016. The majority of the Companys revenues are generated from China. Revenues generated from other countries or within the United States are immaterial to our consolidated financial statements. While all products are priced in US currency, the Company accepts payments in U.S. dollars and Hong Kong dollars. Shipping and Handling Expenses Shipping and handling costs paid by the Company are included in selling expenses and totaled $2,600 and $5,520 for the three months ended March 31, 2017 and 2016, respectively. Operating Leases The Company leases all of its properties under operating leases. Lease agreements generally include rent holidays and tenant improvement allowances. The Company records tenant improvement allowances and rent holidays as deferred rent liabilities and amortizes the deferred rent over the term of the lease. There were no deferred rent liabilities. Income Taxes The Company utilizes ASC 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Basic and Diluted Earnings (Loss) Per Share Accounting principles generally accepted in the United States regarding earnings per share (EPS) require presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings (loss) per share. Basic earnings (loss) per share are computed by dividing income available to common stockholders by the weighted average of common shares outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. For the three months ended March 31, 2017 and 2016, Contingent Shares and Type A and Type B Warrants did not have a dilutive effect on loss per share, as the Company had incurred a loss for the periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation (FDIC) insured limits for the banks located in the United States, or may exceed Hong Kong Deposit Protection Board (HKDPB) insured limits for the banks located in Hong Kong. For the three months ended March 31, 2017 and 2016, three customers accounted for approximately 63% and 69% of the Companys sales, respectively. No suppliers accounted for more than 10% of the Companys product purchases for the three months ended March 31, 2017. For the three months ended March 31, 2016, three suppliers accounted for approximately 94% of the Companys product purchases. Contingencies The Company may have inadvertently issued Type A Warrants and Type B Warrants to U.S. citizens or residents in violation of federal securities laws and may be subject to sanctions for such violations. Further, the exchange of the warrants for common shares may also have been in violation of Section 5 of the Securities Act of 1933. Thus, risk exists that former warrant holders may bring legal action against the Company, its officers and directors for securities law violations. The Company determined it is reasonably possible that a loss may have been incurred as a result of these issuances. The Company has recorded a liability equal to the amount it expects to pay to redeem the warrants. See Note 4. Related Parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party. New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Amendments to the ASC 842 Leases. This update requires lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Within a twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU 2016-02 to have a material impact on the Companys consolidated financial statements. In March 2016, the FASB issued ASU 2016-08Revenue from Contracts with Customers (ASC 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The objective is to reduce the potential for diversity in practice arising from inconsistent application of the principal versus agent guidance and to reduce the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company does not expect the adoption of ASU 2016-08 to have a material impact on the Companys consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting. The objective is to identity, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification include the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas apply only to nonpublic entities. For public business entities, the ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company does not expect the adoption of ASU 2016-09 to have a material impact on the Companys consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (ASC 606): Identifying Performance Obligations and Licensing. The objective is to clarify the two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for these areas. The ASU affects the guidance in ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in ASC 606 (and any other Topic amended by ASU 2014-09). ASU 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of ASU 2014-09 by one year. The Company does not expect the adoption of ASU 2016-10 to have a material impact on the Companys consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (ASC 606): Narrow-Scope Improvements and Practical Expedients. The objective is to address certain issues identified by the FASB-IASB Joint Transition Resource Group for Revenue Recognition. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for ASC 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company does not expect the adoption of ASU 2016-12 to have a material impact on the Companys consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect the adoption of ASU 2016-15 to have a material impact on the Companys consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective in the first quarterly of 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2016-18 to have a material impact on the Companys consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The amendments in this ASU is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company does not believe the adoption of this ASU would have a material effect on the Companys consolidated financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no effect on the accompanying consolidated statements of operations and other comprehensive loss and cash flows. |
Rescission Liability - Type A &
Rescission Liability - Type A & B Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
4. Rescission Liability - Type A & B Warrants | Type A Warrants As an incentive to increase sales and bring in additional members, the Company issued Type A warrants to its members. Upon issuance, Type A warrants had no expiration and could be exercised for: (1) common shares of the Company at a ratio of 1:1 upon a going public event in the U.S., (2) products of the Company at their retail prices, or (3) cancelled membership and a refund in cash at 75% of face value. From inception, January 5 th (1) 842,300 warrants for $495,170 in cash refunds (2) 10,300 warrants for $16,650 in products (3) 23,296,688 warrants for shares of common stock Our Type A Warrants may have been issued and exercised in violation of United States federal securities laws. As a result, the common stock issued upon exercise of these warrants during fiscal 2012 may not be valid. We recorded the fair value of these warrants as a liability on the date of issuance (Rescission Liabilities Type A Warrants). The value of the Rescission Liabilities Type A Warrants was determined by calculating the maximum potential cash outlay if all warrant holders exercised using option 3 above. The total fair value was determined by calculating how much each warrant holder would receive in cash if they exercised the warrant by canceling their membership and receiving 75% of the face value of their warrant in cash and then adding these amounts together to reach the total potential cash outlay. The face value of the warrant is the stated value assigned to each Type A warrant. The face value determines how much the member could receive if exercised for cash and a canceled membership. If members exercise their warrants for cash, the Company reduces the liability by the amount of cash paid. If members exercise their warrants for products, the Company recognizes revenue equal to the retail value of the related products once they have been delivered. During 2014, the Company refunded $2,250, and members returned 9,300 Type A warrant shares. As of March 31, 2017 and December 31, 2016, 23,206,888 shares are included in Rescission Liabilities Type A Warrants and totaled $7,165,413. Type B Warrants During 2009 and 2010, the Company issued a total of 2,491,108 Type B warrants as sales incentive compensation to members. Type B warrants entitle the holders to receive 2,491,108 common shares upon a going public event in the U.S. as specified in the Warrant. No additional consideration for the common shares is required upon exercise. During 2012, all of the Companys Type B Warrants were exercised for shares of common stock. Type B Warrants may have been issued and exercised in violation of United States federal securities laws. As a result, the common stock issued upon exercise of these warrants may not be valid; therefore, we recorded Rescission Liabilities Type B Warrants at the fair value of the shares issued upon exercise of these warrants. The fair value of the common shares was estimated using comparable sales of common stock to members. The Company determined that comparable sales of stock is more reliable as the fair value because goods or services received cannot be reliably measured. The fair value of the Type B warrants as of March 31, 2017 and December 31, 2016 was $249,111. We cannot estimate when this rescission offer liability will end for either the Type A Warrants or the Type B Warrants as this liability will end only when the Company and its legal counsel conclude the rescission liability now shown in the financial statements becomes at least a remote possibility, which has not yet occurred and cannot be reasonably predicted at this time when it will occur. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
5. Inventory | Inventories consist of finished goods available for resale and can be categorized as: March 31, 2017 December 31, 2016 Nutrition supplements $ 75,561 $ 81,390 Skin-care products 400 400 Inventories, net $ 75,961 $ 81,790 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
6. Property and Equipment | Property and equipment consist of following: March 31, 2017 December 31, 2016 Computer equipment and software $ 114,953 $ 114,953 Furniture and fixtures 26,686 26,686 Automobiles 179,677 179,677 Leasehold improvement 40,053 40,053 Total 361,369 361,369 Accumulated depreciation (296,371 ) (288,341 ) Property and equipment, net $ 64,998 $ 73,028 Depreciation expense totaled $8,030 and $8,518 for the three months ended March 31, 2017 and 2016, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
7. Debt | Due to employee The Company borrowed money from an employee to fund operations. These advances do not bear interest, are unsecured and are due on demand. As of March 31, 2017 and December 31, 2016, the Company owed $95,000 to an employee. Due to third parties, interest bearing The Company borrowed money from third parties to fund operations. These third parties consist of the Chief Executive Officers (CEO) friends and the spouse of the Companys former board member. These advances have an annual interest rate of 6%, are unsecured and are due on demand. As of March 31, 2017 and December 31, 2016, the Company owed $109,030 to these third parties. As one of the Companys former board member resigned in January 2017, the Company reclassified the balance of $20,000 from the spouse of the Companys former board member from advances from related parties, interest bearing, to due to third parties, interest bearing, as of December 31, 2016 to conform to the current year presentation. Interest expense for the three months ended March 31, 2017 and 2016 for above loans amounted to $1,404 and $0, respectively. Due to third parties, non-interest bearing The Company borrowed money from third parties to fund operations. These third parties consist of the CEO's friends and the Companys former board member. These advances do not bear interest, are unsecured, and are due on demand. As of March 31, 2017 and December 31, 2016, the Company owed $656,292 and $326,292 to these third parties, respectively. As one of the Companys former board member resigned in January 2017, the Company reclassified the Companys former board members balance of $50,000 from advances from related parties, non-interest bearing, to due to third parties, non-interest bearing, as of December 31, 2016 to conform to the current year presentation. Long term loan In December 2015, the Company refinanced a new loan balance of $51,263 with an annual interest rate of 2.99% to be repaid over 48 months. During the three months ended March 31, 2017 and 2016, the Company paid $3,128 and $3,036, respectively, for the loan. Future maturities of long term debt are as follows: Nine months ended December 31, 2017 $ 8,454 Year ended December 31, 2018 13,002 Year ended December 31, 2019 13,395 Total 34,851 Current portion of long term debt (11,668 ) Long term debt $ 23,183 Interest expenses for the three months ended March 31, 2017 and 2016 for the above loan amounted to $284 and $376, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
8. Income Taxes | The following table reconciles the U.S. statutory rates to the Companys effective tax rate for the three months ended March 31, 2017 and 2016: Three months ended March 31, 2017 Three months ended March 31, 2016 Federal statutory rate 34.0 % 34.0 % State statutory rate 8.8 % 8.8 % Valuation allowance (42.7 )% (39.7 )% Permanent difference (0.1 )% (3.1 )% Effective tax rate 0.0 % 0.0 % The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The cumulative net operating loss carryforward that may be applied against future taxable income is approximately $9,847,000 for Federal and $8,882,000 for California as of March 31, 2017. The cumulative net operating loss carryforward that may be applied against future taxable income is approximately $9,466,000 for Federal and $8,501,000 for California as of December 31, 2016, and will expire in the years 2030 to 2037. During the three months ended March 31, 2017 and 2016, the Company incurred a net loss. As deferred tax assets may not be fully realizable due to potential recurring losses, management has provided 100% valuation allowance for the deferred tax assets. The components of the deferred tax assets is as follows: March 31, 2017 December 31, 2016 Property and equipment - depreciation $ 38,044 $ 35,838 Allowance for doubtful accounts 18,539 17,237 Net operating loss 4,076,572 3,661,022 Deferred tax assets 4,133,155 3,714,097 Valuation allowance (4,133,155 ) (3,714,097 ) Deferred tax assets, net $ - $ - As of March 31, 2017, federal tax returns filed for 2014, 2015 and 2016 remain subject to examination by the taxing authorities. As of March 31, 2017, California tax returns filed for 2013, 2014, 2015 and 2016 remain subject to examination by the taxing authorities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
9. Related Party Transactions | Due to shareholder, interest bearing In January 2016, Mr. Dinghua Wang, the CEO of the Company pledged certain of his personal assets and obtained a personal loan and funded the operations of the Company from this loan. The Company agreed to pay for the interest of this loan on Mr. Dinghua Wangs behalf. This loan has an annual borrowing rate of 9.99%. During the year ended December 31, 2016, advances totaled $471,603. As of March 31, 2017 and December 31, 2016, the balance due to shareholder, interest bearing, amounted to $471,603. The full balance $471,603 is to be repaid on February 1, 2019. Interest expense for the three months ended March 31, 2017 and 2016 for the above loan amounted to $12,488 and $8,325, respectively. Due to shareholder, non-interest bearing From time to time, Mr. Dinghua Wang, the CEO of the Company advances monies to the Company. Such business transactions are recorded as due to or from shareholder. During the three months ended March 31, 2017 and 2016, advances totaled $21,137 and $36,282, respectively and payment to shareholder totaled $17,197 and $87,046, respectively. As of March 31, 2017 and December 31, 2016, the balance due to shareholder, non-interest bearing, amounted to $2,951,110 and $2,947,170, respectively. This balance does not bear interest, is unsecured and is due on demand. Advances from related parties, interest bearing During the years ended December 31, 2016 and 2015, the Company borrowed $30,000 and $40,000 from a related party to fund operations, respectively. This related party is the son of the CEO. These advances have an annual interest rate of 10% for the year ended December 31, 2016 and bear a one-time $5,000 finance charge for the year ended December 31, 2015, are unsecured and are due on demand. Repayment to this related party amounted to $0 and $40,000 for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017 and December 31, 2016, the Company owed $30,000 to this related party. As one of the Companys former board member resigned in January 2017, the Company reclassified the balance of $20,000 from the spouse of the Companys former board member from advances from related parties, interest bearing, to due to third parties, interest bearing, as of December 31, 2016 to conform to the current year presentation. Interest expense for the three months ended March 31, 2017 and 2016 for the above loans amounted to $740 and $0, respectively. Advances from related parties, non-interest bearing The Company borrowed money from certain related parties to fund operations. The related parties consist of the CEO's immediate family members and relatives. These advances do not bear interest, are unsecured and are due on demand. As of March 31, 2017 and December 31, 2016, the Company owed $533,839 to these related parties. As one of the Companys former board member resigned in January 2017, the Company reclassified the Companys former board members balance of $50,000 from advances from related parties, non-interest bearing, to due to third parties, non-interest bearing, as of December 31, 2016 to conform to the current year presentation. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
10. Commitments | Operating lease The Company rents office and warehouse space for its main corporate office from March 2015 to October 2018 and thereafter on a month to month basis without future commitment. The Companys commitment for minimum lease payments under these operating leases as of March 31, 2017 for the following periods is as follow: Nine months ended December 31, 2017 $ 27,900 Year ended December 31, 2018 31,000 Total $ 58,900 The Company incurred rent expenses of $9,000 and $36,150 for the three months ended March 31, 2017 and 2016, respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
11. Equity | Share Distribution Plan On March 31, 2017, the Companys Board of Directors approved the following share distribution plans for the Company in accordance with appropriate time frames consistent with applicable law and in the best interests of the Company. 1) The Company will grant up to thirty million shares of common stock to certain persons outside of the 2) To thank the people who, directly or indirectly, loaned funds or referred customers to the Company or purchased products from the Company when the Company faced financial hardship, the Company will grant up to five million shares of common stock to these individuals upon approval by the Board of Directors, and the Company will complete the stock transfer. In connection with this transaction, Mr. Wang will voluntarily relinquish up to five million shares of common stock owned by him to the Companys Treasury. To the extent that these share distributions are being made to anyone outside of the U.S., those distributions will be made under Regulation S and must contain appropriate Regulation S subscription agreements and legends. If anyone within U.S. is to receive those shares, the Company must consult with the Company counsel to comply with U.S. securities laws. No shares has been issued or relinquished. 3) The Company will grant up to twenty million shares (from authorized but unissued shares of its common stock) to persons outside the U.S. who sell Company products based on their sales performance in the future. The Company must determine that this type of incentive compensation is legal and appropriate for each country in which it is utilized. For ease of administration, this plan will be implemented solely for persons outside of the United States pursuant to Regulation S under the Securities Act of 1933. No shares has been issued or relinquished. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | These unaudited condensed financial statements have been presented by the Company in accordance with accounting principles generally accepted in the United States, are expressed in U.S. dollars and include the accounts of E-World USA Holding, Inc., a Nevada corporation, and its subsidiary, E-World USA Holding, Inc., a California corporation. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results are not necessarily indicative of results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the 2016 annual report on Form 10-K filed on May 1, 2017. |
Principles of consolidation | The accompanying consolidated financial statements include the financial statements of E-World USA Holding, Inc. and its subsidiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. All significant inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant accounting estimates reflected in the Companys consolidated financial statements include the useful lives of property and equipment, collectability of receivables and fair value of rescission liability Type A & B Warrants. Actual results could differ from those estimates. |
Cash and cash equivalents | The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of money market accounts and foreign and domestic bank accounts. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Companys cash and cash equivalents. |
Accounts Receivable | Trade accounts receivable are periodically evaluated for collectability based on credit history with customers and their current financial condition. Bad debt expense or write-offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The accounts receivable balance and allowance for doubtful accounts are as follows: March 31, 2017 December 31, 2016 Accounts receivable $ 54,207 $ 121,207 Allowance for doubtful accounts (43,276 ) (43,276 ) Accounts receivable, net $ 10,931 $ 77,931 Movement of allowance for doubtful accounts is as follows: Three months ended March 31, 2017 Year ended December 31, 2016 Beginning balance $ 43,276 $ 25,236 Provision for doubtful accounts - 18,040 Ending balance $ 43,276 $ 43,276 |
Inventory | Inventories are valued at the lower of cost (determined on a first-in, first-out basis) or market. Inventory consists of nutritional and skin-care products. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs when costs exceed expected net realizable value. The inventories shelf lives are approximately 3 years. |
Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Upon disposition, the cost and related accumulated depreciation is removed from the books, and any resulting gain or loss is included in operations. The Company provides for depreciation using straight-line methods over the estimated useful lives of various classes as follow: Computer and software 3 to 5 years Furniture and fixtures 5 to 10 years Vehicles 5 to 7 years Leasehold improvement over expected lease term Repair and maintenance is charged to operations when incurred while betterments and renewals are capitalized. |
Impairment of Long-Lived Assets | Long-lived assets, including, property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, the Company reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2017 and December 31, 2016, no impairment of long-lived assets was recognized. |
Deferred Revenue | Deferred revenue represents product deposits advanced by customers on specified product orders or on future orders that have not been shipped as of the balance sheet date. Deferred revenue also represents shipping fees deposits advanced by customers in relation to the unshipped product orders. Deferred revenue is reduced when the related sale is recognized in accordance with the Companys revenue recognition policy. |
Accrued Bonus | Accrued bonus represents amounts earned by the Companys Affiliated Members for successful customer purchase. These bonuses are in the form of rebate credits that can be used to order the Companys products, or the Affiliate Members can request a rebate in cash. |
Fair Value of Financial Instruments | ASC 825 requires that the Company discloses estimated fair values of financial instruments. The Company believes the carrying value of short-term debt is a reasonable estimate of fair value due to rates being currently offered. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value. The following table sets forth by level within the fair value hierarchy the Companys financial assets and liabilities that were accounted for at fair value as of March 31, 2017 and December 31, 2016: Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Rescission Liability Type A Warrants -- -- $ 7,165,413 $ 7,165,413 Rescission Liability Type B Warrants -- -- 249,111 249,111 Total -- -- $ 7,414,524 $ 7,414,524 |
Revenue Recognition | The Company recognizes revenue when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. The Company generally receives the net sales price in cash or through credit card payments when products are ordered. When the Company has sales events whereby the sales are non-returnable or non-refundable, the revenue is recognized when products are shipped. The Company also recognized revenue on shipping and handling fees charged to the Companys customers. Shipping and handling fee revenue is recognized when products have been delivered. Shipping and handling fee revenues totaled $1,068 and $6,389 for the three months ended March 31, 2017 and 2016, respectively. Product returns are allowed for unopened products purchased under regular sales terms within 60 days. Allowances for product returns are provided at the time the sale is recorded using historic return rates for each country and the relevant return pattern. Historically the Company has a nearly zero return rate. Hence, the allowance as of March 31, 2017 and December 31, 2016 is estimated at $0. In addition to the Companys 60-day return policy, the Company, at its discretion, may accept a customers application for a buy-back of products previously sold within one year at 90% of the original product costs less commissions and shipping costs. The Company implemented its buy-back policy on January 1, 2012. To date, the Company has not received any buy-back applications. As a result, no allowance for buy-backs has been recorded as of March 31, 2017 and December 31, 2016. The majority of the Companys revenues are generated from China. Revenues generated from other countries or within the United States are immaterial to our consolidated financial statements. While all products are priced in US currency, the Company accepts payments in U.S. dollars and Hong Kong dollars. |
Shipping and Handling Expenses | Shipping and handling costs paid by the Company are included in selling expenses and totaled $2,600 and $5,520 for the three months ended March 31, 2017 and 2016, respectively. |
Operating Leases | The Company leases all of its properties under operating leases. Lease agreements generally include rent holidays and tenant improvement allowances. The Company records tenant improvement allowances and rent holidays as deferred rent liabilities and amortizes the deferred rent over the term of the lease. There were no deferred rent liabilities. |
Income Taxes | The Company utilizes ASC 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Basic and Diluted Earnings (Loss) Per Share | Accounting principles generally accepted in the United States regarding earnings per share (EPS) require presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings (loss) per share. Basic earnings (loss) per share are computed by dividing income available to common stockholders by the weighted average of common shares outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. For the three months ended March 31, 2017 and 2016, Contingent Shares and Type A and Type B Warrants did not have a dilutive effect on loss per share, as the Company had incurred a loss for the periods. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation (FDIC) insured limits for the banks located in the United States, or may exceed Hong Kong Deposit Protection Board (HKDPB) insured limits for the banks located in Hong Kong. For the three months ended March 31, 2017 and 2016, three customers accounted for approximately 63% and 69% of the Companys sales, respectively. No suppliers accounted for more than 10% of the Companys product purchases for the three months ended March 31, 2017. For the three months ended March 31, 2016, three suppliers accounted for approximately 94% of the Companys product purchases. |
Contingencies | The Company may have inadvertently issued Type A Warrants and Type B Warrants to U.S. citizens or residents in violation of federal securities laws and may be subject to sanctions for such violations. Further, the exchange of the warrants for common shares may also have been in violation of Section 5 of the Securities Act of 1933. Thus, risk exists that former warrant holders may bring legal action against the Company, its officers and directors for securities law violations. The Company determined it is reasonably possible that a loss may have been incurred as a result of these issuances. The Company has recorded a liability equal to the amount it expects to pay to redeem the warrants. See Note 4. |
Related Parties | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party. |
New Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02 Amendments to the ASC 842 Leases. This update requires lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Within a twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of ASU 2016-02 to have a material impact on the Companys consolidated financial statements. In March 2016, the FASB issued ASU 2016-08Revenue from Contracts with Customers (ASC 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The objective is to reduce the potential for diversity in practice arising from inconsistent application of the principal versus agent guidance and to reduce the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company does not expect the adoption of ASU 2016-08 to have a material impact on the Companys consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting. The objective is to identity, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification include the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas apply only to nonpublic entities. For public business entities, the ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company does not expect the adoption of ASU 2016-09 to have a material impact on the Companys consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (ASC 606): Identifying Performance Obligations and Licensing. The objective is to clarify the two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for these areas. The ASU affects the guidance in ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in ASC 606 (and any other Topic amended by ASU 2014-09). ASU 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of ASU 2014-09 by one year. The Company does not expect the adoption of ASU 2016-10 to have a material impact on the Companys consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (ASC 606): Narrow-Scope Improvements and Practical Expedients. The objective is to address certain issues identified by the FASB-IASB Joint Transition Resource Group for Revenue Recognition. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for ASC 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company does not expect the adoption of ASU 2016-12 to have a material impact on the Companys consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect the adoption of ASU 2016-15 to have a material impact on the Companys consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective in the first quarterly of 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2016-18 to have a material impact on the Companys consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The amendments in this ASU is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company does not believe the adoption of this ASU would have a material effect on the Companys consolidated financial statements. |
Reclassifications | Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no effect on the accompanying consolidated statements of operations and other comprehensive loss and cash flows. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Accounts receivable balance and allowance for doubtful accounts | March 31, 2017 December 31, 2016 Accounts receivable $ 54,207 $ 121,207 Allowance for doubtful accounts (43,276 ) (43,276 ) Accounts receivable, net $ 10,931 $ 77,931 |
Movement of allowance for doubtful accounts | Three months ended March 31, 2017 Year ended December 31, 2016 Beginning balance $ 43,276 $ 25,236 Provision for doubtful accounts - 18,040 Ending balance $ 43,276 $ 43,276 |
Property and Equipment useful lives | Computer and software 3 to 5 years Furniture and fixtures 5 to 10 years Vehicles 5 to 7 years Leasehold improvement over expected lease term |
Financial assets and liabilities that were accounted for at fair value | Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Rescission Liability Type A Warrants -- -- $ 7,165,413 $ 7,165,413 Rescission Liability Type B Warrants -- -- 249,111 249,111 Total -- -- $ 7,414,524 $ 7,414,524 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Tables | |
Inventory | March 31, 2017 December 31, 2016 Nutrition supplements $ 75,561 $ 81,390 Skin-care products 400 400 Inventories, net $ 75,961 $ 81,790 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property And Equipment Tables | |
Property and Equipment | March 31, 2017 December 31, 2016 Computer equipment and software $ 114,953 $ 114,953 Furniture and fixtures 26,686 26,686 Automobiles 179,677 179,677 Leasehold improvement 40,053 40,053 Total 361,369 361,369 Accumulated depreciation (296,371 ) (288,341 ) Property and equipment, net $ 64,998 $ 73,028 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Tables | |
Future maturities of long term debt | Nine months ended December 31, 2017 $ 8,454 Year ended December 31, 2018 13,002 Year ended December 31, 2019 13,395 Total 34,851 Current portion of long term debt (11,668 ) Long term debt $ 23,183 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes Tables | |
Effective tax rate | Three months ended March 31, 2017 Three months ended March 31, 2016 Federal statutory rate 34.0 % 34.0 % State statutory rate 8.8 % 8.8 % Valuation allowance (42.7 )% (39.7 )% Permanent difference (0.1 )% (3.1 )% Effective tax rate 0.0 % 0.0 % |
Deferred tax assets consisted | March 31, 2017 December 31, 2016 Property and equipment - depreciation $ 38,044 $ 35,838 Allowance for doubtful accounts 18,539 17,237 Net operating loss 4,076,572 3,661,022 Deferred tax assets 4,133,155 3,714,097 Valuation allowance (4,133,155 ) (3,714,097 ) Deferred tax assets, net $ - $ - |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments Tables | |
Operating lease | Nine months ended December 31, 2017 $ 27,900 Year ended December 31, 2018 31,000 Total $ 58,900 |
Organization (Details Narrative
Organization (Details Narrative) | 3 Months Ended |
Mar. 31, 2017shares | |
Organization Details Narrative | |
State of incorporation | Nevada |
Date of incorporation | Feb. 4, 2011 |
Merger agreement period | April 2,011 |
Common stock issued at merger agreement | 90,000,000 |
Share issued on basis | one share basis for each share |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies Details | ||
Accounts receivable | $ 54,207 | $ 121,207 |
Allowance for doubtful accounts | (43,276) | (43,276) |
Accounts receivable, net | $ 10,931 | $ 77,931 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details 1 | |||
Beginning balance | $ 43,276 | $ 25,236 | $ 25,236 |
Provision for doubtful accounts | $ 17,660 | 18,040 | |
Ending balance | $ 43,276 | $ 43,276 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details 2) | 3 Months Ended |
Mar. 31, 2017 | |
Computer and software [Member] | Minimum [Member] | |
Estimated useful lives | 3 years |
Computer and software [Member] | Maximum [Member] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful lives | 10 years |
Vehicles [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Vehicles [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Estimated useful lives for leasehold improvement | Over expected lease term |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 3) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Rescission Liability - Type A Warrants | $ 7,165,413 | $ 7,165,413 |
Rescission Liability - Type B Warrants | 249,111 | 249,111 |
Total | 7,414,524 | 7,414,524 |
Level 1 [Member] | ||
Rescission Liability - Type A Warrants | ||
Rescission Liability - Type B Warrants | ||
Total | ||
Level 2 [Member] | ||
Rescission Liability - Type A Warrants | ||
Rescission Liability - Type B Warrants | ||
Total | ||
Level 3 [Member] | ||
Rescission Liability - Type A Warrants | 7,165,413 | 7,165,413 |
Rescission Liability - Type B Warrants | 249,111 | 249,111 |
Total | $ 7,414,524 | $ 7,414,524 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Inventories shelf lives | 3 years | ||
Shipping and handling fee revenues | $ 1,068 | $ 6,389 | |
Product warranty description | In addition to the Companys 60-day return policy, the Company, at its discretion, may accept a customers application for a buy-back of products previously sold within one year at 90% of the original product costs less commissions and shipping costs | ||
Product return allowance | $ 0 | $ 0 | |
Shipping and handling cost | $ 2,600 | $ 5,520 | |
Product purchases | 10.00% | ||
Three Suppliers [Member] | |||
Product purchases | 94.00% | 94.00% | |
One Customer [Member] | |||
Product sales | 63.00% | 69.00% |
Rescission Liability - Type A30
Rescission Liability - Type A & B Warrants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2016 | Dec. 31, 2010 | Dec. 31, 2009 | |
Rescission Liability - Type B Warrants Details Narrative | |||||||
Common shares of company ratio | 1:1 | ||||||
Percentage of refund cash face value | 75.00% | ||||||
Cash proceeds from Type A Warrants sold | $ 8,169,707 | ||||||
Type A warrants exercised for cash refund, Shares | 9,300 | 842,300 | 18,000 | ||||
Type A warrants exercised for cash refund | $ 2,250 | $ 495,170 | $ 22,950 | ||||
Type A warrants exercised for product, Shares | 10,300 | ||||||
Type A warrants exercised for product | $ 16,650 | $ 7,200 | |||||
Type A warrants issued for shares of common stock | 23,206,888 | ||||||
Rescission Liability - Type A Warrants, Shares | 23,296,688 | 23,296,688 | |||||
Rescission Liability - Type A Warrants | $ 7,165,413 | $ 7,165,413 | |||||
Rescission Liability - Type B Warrants, Shares | 2,491,108 | 2,491,108 | |||||
Rescission Liability - Type B Warrants | $ 249,111 | $ 249,111 |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventories, net | $ 75,961 | $ 81,790 |
Nutrition supplements [Member] | ||
Inventories, net | 75,561 | 81,390 |
Skin-care products [Member] | ||
Inventories, net | $ 400 | $ 400 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 361,369 | $ 361,369 |
Accumulated depreciation | (296,371) | (288,341) |
Property and equipment, net | 64,998 | 73,028 |
Computer and software [Member] | ||
Property and equipment, gross | 114,953 | 114,953 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 26,686 | 26,686 |
Automobiles [Member] | ||
Property and equipment, gross | 179,677 | 179,677 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 40,053 | $ 40,053 |
Property and Equipment (Detai33
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 8,030 | $ 8,518 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Future maturities of long term debt | ||
2,017 | $ 8,454 | |
2,018 | 13,002 | |
2,019 | 13,395 | |
Total | 34,851 | |
Current portion of long term debt | (11,668) | $ (11,582) |
Long term debt | $ 23,183 | $ 26,397 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 12, 2016 | Dec. 31, 2016 | |
Due to employee | $ 95,000 | $ 95,000 | |||
Due to related parties | 109,030 | 109,030 | |||
Interest expense | 1,404 | $ 0 | |||
Due to third parties, non-interest bearing | 656,292 | $ 326,292 | |||
Principal payments on debt | 3,128 | 3,036 | |||
Interest rate | 2.99% | ||||
Proceeds from new loan | $ 51,263 | ||||
Repayment for new loan term | 48 months | ||||
Long term loan [Member] | |||||
Interest expense | $ 284 | $ 376 | |||
CEO Friends [Member] | |||||
Interest rate | 6.00% | ||||
Advances from Related Parties Interest Bearing [Member] | Chief Executive Officer [Member] | |||||
Advances from related parties | $ 20,000 | ||||
Advances from Related Parties Non-Interest Bearing [Member] | CEO's immediate family members [Member] | |||||
Advances from related parties | $ 50,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes Details | ||
Federal statutory rate | 34.00% | 34.00% |
State statutory rate | 8.80% | 8.80% |
Valuation allowance | (42.70%) | (39.70%) |
Permanent difference | (0.10%) | (3.10%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Income Taxes Details 1 | ||
Property and equipment - depreciation | $ 38,044 | $ 35,838 |
Allowance for doubtful accounts | 18,539 | 17,237 |
Net operating loss | 4,076,572 | 3,661,022 |
Deferred tax assets | 4,133,155 | 3,714,097 |
Valuation allowance | (4,133,155) | (3,714,097) |
Deferred tax assets, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Cumulative net operating loss carry-forward expiring | years 2030 - 2037 | |
Deferred tax assets, valuation allowance percentage | 100.00% | |
Federal [Member] | ||
Cumulative net operating loss carry-forward | $ 9,847,000 | $ 9,466,000 |
California [Member] | ||
Cumulative net operating loss carry-forward | $ 8,882,000 | $ 8,501,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 12, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2016 | |
Payments to related parties | $ 40,000 | |||||
Due to related parties, interest bearing | 471,603 | $ 471,603 | ||||
Due to related parties, non - interest bearing | 2,951,110 | 2,947,170 | ||||
Advances from Related Parties Interest Bearing [Member] | Chief Executive Officer [Member] | ||||||
Advances from related parties | $ 20,000 | |||||
Advances from Related Parties Interest Bearing [Member] | Spouse of board member [Member] | ||||||
Due to related parties, interest bearing | 20,000 | |||||
Advances from Related Parties Interest Bearing [Member] | Son of CEO [Member] | ||||||
Advances from related parties | 30,000 | |||||
Due to related parties, interest bearing | $ 30,000 | $ 40,000 | ||||
Repayment to related party | 0 | 40,000 | ||||
Interest expense | 740 | 0 | ||||
Interest rate | 10.00% | |||||
Finance charge | $ 5,000 | |||||
Advances from Related Parties Non-Interest Bearing [Member] | CEO's immediate family members [Member] | ||||||
Advances from related parties | $ 50,000 | |||||
Due to related parties, non - interest bearing | 583,839 | $ 583,839 | ||||
Due to shareholder non - interest bearing [Member] | Chief Executive Officer [Member] | ||||||
Advances from related parties | 36,282 | 21,137 | ||||
Payments to related parties | 87,046 | 17,197 | ||||
Due to related parties, non - interest bearing | 2,951,110 | 2,947,170 | ||||
Due to shareholder, interest bearing [Member] | Chief Executive Officer [Member] | ||||||
Advances from related parties | 471,603 | |||||
Due to related parties, interest bearing | 471,603 | $ 471,603 | ||||
Interest expense | $ 12,488 | $ 8,325 | ||||
Interest rate | 9.99% |
Commitments (Details)
Commitments (Details) | Mar. 31, 2017USD ($) |
Commitments Details | |
Year ended December 31, 2017 | $ 27,900 |
Year ended December 31, 2018 | 31,000 |
Total | $ 58,900 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Commitments Details Narrative | ||
Rent expense | $ 9,000 | $ 36,150 |