Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 15, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | MAKINGORG, INC. | ||
Entity Central Index Key | 1,569,083 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 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 Public Float | $ 177,150 | ||
Entity Common Stock, Shares Outstanding | 35,430,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 37,605 | $ 165,481 |
Accounts receivable | 50,979 | |
Inventories | 32,155 | |
Prepaid expenses and other current assets | 17,176 | 12,150 |
Total Current Assets | 137,915 | 177,631 |
Intangible assets | 522 | |
Total Assets | 138,437 | 177,631 |
Current Liabilities | ||
Accounts payable | 638 | |
Accrued liabilities | 43,597 | 8,075 |
Due to related party | 125,779 | 74,579 |
Convertible note payable, net of discount $12,953 | 187,047 | |
Total Current Liabilities | 357,061 | 82,654 |
Long Term Liabilities | ||
Convertible note payable, net of discount $32,381 | 167,619 | |
TOTAL LIABILITIES | 357,061 | 250,273 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, par value $0.001; 50,000,000 shares authorized, zero shares issued and outstanding | ||
Common stock, par value $0.001; 150,000,000 shares authorized, 35,430,000 shares issued and outstanding | 35,430 | 35,430 |
Additional paid-in capital | 27,592 | 27,592 |
Accumulated other comprehensive income | 927 | |
Accumulated deficit | (282,573) | (135,664) |
Total Stockholders' Deficit | (218,624) | (72,642) |
Total Liabilities and Stockholders' Deficit | $ 138,437 | $ 177,631 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Liabilities | ||
Debt discount of convertible note payable | $ 12,953 | $ 12,953 |
Long Term Liabilities | ||
Debt discount of convertible note payable | $ 32,381 | $ 32,381 |
Stockholders' Deficit | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 35,430,000 | 35,430,000 |
Common stock, shares outstanding | 35,430,000 | 35,430,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Of Operations And Comprehensive Loss | ||
Net Sales | $ 54,605 | |
Cost of Sales | 33,571 | |
Gross Profit | 21,034 | |
OPERATING EXPENSES | ||
Selling, general and administrative | 34,463 | 12,048 |
Professional fees | 84,447 | 39,184 |
TOTAL OPERATING EXPENSES | 118,910 | 51,232 |
LOSS FROM OPERATIONS | (97,876) | (51,232) |
OTHER INCOME (EXPENSE) | ||
Interest expense, net | (43,427) | (14,476) |
TOTAL OTHER INCOME (EXPENSE) | (43,427) | (14,476) |
LOSS BEFORE INCOME TAX | (141,303) | (65,708) |
Income tax | 5,606 | |
NET LOSS | (146,909) | (65,708) |
OTHER COMPREHENSIVE ITEM: | ||
Foreign currency translation income | 927 | |
TOTAL COMPREHENSIVE LOSS | $ (145,982) | $ (65,708) |
NET LOSS PER COMMON SHARE: BASIC AND DILUTED | $ (0.004) | $ (0.002) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 35,430,000 | 35,430,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 35,430,000 | ||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 35,430 | $ (11,265) | $ (69,956) | $ (45,791) | |
Issuance of promissory note | 38,857 | 38,857 | |||
Foreign currency translation income | |||||
Net loss | (65,708) | (65,708) | |||
Ending Balance, Shares at Dec. 31, 2016 | 35,430,000 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 35,430 | 27,592 | (135,664) | (72,642) | |
Foreign currency translation income | 927 | 927 | |||
Net loss | (146,909) | (146,909) | |||
Ending Balance, Shares at Dec. 31, 2017 | 35,430,000 | ||||
Ending Balance, Amount at Dec. 31, 2017 | $ 35,430 | $ 27,592 | $ 927 | $ (282,573) | $ (218,624) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (146,909) | $ (65,708) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 19,428 | 6,476 |
Changes in assets and liabilities: | ||
Accounts receivable | (49,088) | |
Inventory | (32,155) | |
Prepaid expenses and other current assets | (5,026) | (12,150) |
Accounts payable | 614 | |
Accrued liabilities | 35,093 | 593 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (178,043) | (70,789) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of intangible assets | (502) | |
CASH FLOWS USED IN INVESTING ACTIVITIES | (502) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds for convertible note | 200,000 | |
Loan from related party | 51,200 | 36,270 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 51,200 | 236,270 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (531) | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (127,876) | 165,481 |
Cash and cash equivalents, beginning of period | 165,481 | |
Cash and cash equivalents, end of period | 37,605 | 165,481 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid | 800 | |
NON-CASH FINANCING ACTIVITIES: | ||
Beneficial conversion feature recognition | $ (38,857) |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | MakingORG, Inc. (MakingORG) was incorporated under the laws of the State of Nevada on August 10, 2012. The trading symbol is CQCQ and the fiscal year end is December 31. On October 20, 2016, MakingORG filed documents registering its intention to transact interstate business in the state of California. On November 29, 2016, MakingORG incorporated HK Feng Wang Group Limited (HKFW) under the laws of Hong Kong. On August 22, 2017, HKFW incorporated Chongqing Beauty Kenner Biotechnology Co., Ltd (CBKB) under the laws of the Peoples Republic of China (PRC). MaingORG, Inc. and subsidiaries (the Company) purchase Acer truncatum bunge seed oil from China, outsource to third party to manufacture Acer truncatum bunge related health product, and sell to end user and distributor in the United States and PRC. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - GOING CONCERN | Pursuant to ASU 2014-15, the Company has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these consolidated financial statements. Substantial doubt about an entitys ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has an accumulated deficit and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to its ability to continue as a going concern. These consolidated financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company is in the process of initiating its profitable operations, so that it may be able to raise additional funds through its operations. In light of managements efforts, there is no assurance that the Company will be successful in this or any of its endeavors or become financially viable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation The Companys consolidated financial statements refer to MakingORG, Inc. and its subsidiaries. All intercompany transactions and balances were eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Companys consolidated financial statement date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported realizable value, net of allowance for contractual credits and doubtful accounts, which are recognized in the period the related revenue is recorded. Accounts receivable consists principally of receivables from distributor or end user, arising from the sale of the Companys product. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Management evaluated that there was no allowance for doubtful accounts as of December 31, 2017 and 2016, respectively. Inventories Inventories consist of (a) packing materials and (b) raw materials, which are stated at the lower of cost or net realizable value under the first-in-first-out method. The Company reviews its inventories periodically for possible excess and obsolescence to determine if any reserves are necessary. Revenue Recognition The Company recognizes revenue when (1) delivery of product has occurred or services have been rendered, (2) there is persuasive evidence of a sale arrangement, (3) selling prices are fixed or determinable, and (4) collectability from the customer is reasonably assured. Advertising Expenses Advertising costs are expensed as incurred. Advertising expenses incurred for the years ended December 31, 2017 and 2016 totaled $9,285 and $4,639, respectively. Research and Development Research and development costs are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statement of operations and totaled $7,000 and $nil for the years ended December 31, 2017 and 2016, respectively. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are using enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, if more likely than not that the company will not realize tax assets through future operation. On December 22, 2017, the U.S. enacted the 2017 Tax Cuts and Jobs Act which contains several key tax provisions that affect the Company, including, but not limited to, a one-time mandatory transition tax on accumulated foreign earnings, changes in the sourcing and calculation of foreign income, and a reduction of the corporate income tax rate to 21% effective January 1, 2018. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Foreign Currency Transactions The functional currency for the Company and HKFW is the US dollar. The functional currency for the China subsidiary (CBKB) is the Renminbi (RMB). Assets and liabilities of the China operation are translated from RMB into U.S. dollars at period-end rates, while income and expense are translated at the weighted-average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income/(loss) within shareholders deficit. Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Segment Reporting The Company follows FASB ASC Topic 280, Segment Reporting Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Companys own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The carrying amounts of financial assets and liabilities in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and due to related party approximate their fair value due to the short-term duration of those instruments. Notes payable are recorded at agreed values. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Management has considered all other recent accounting pronouncements issued since the last audit of the Companys consolidated financial statements. The Companys management believes that these recent pronouncements will not have a material effect on the Companys consolidated financial statements. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 4 - INVENTORIES | The components of the Companys inventory were packaging materials and raw materials. Inventory consisted of the following as of December 31, 2017 and December 31, 2016: December 31, 2017 2016 Packaging materials $ 10,020 $ - Raw materials 22,135 - Total inventory $ 32,155 $ - |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 5 - PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets include primarily prepaid consulting fee, deposit for packaging materials and security deposit for rent. As of December 31, 2017, and 2016 prepaid expenses and other current assets was $17,176 and $12,150, respectively. |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - DUE TO RELATED PARTY | During the years ended December 31, 2017 and 2016, the Companys sole officer loaned the Company $51,200 and $36,270, respectively. As of December 31, 2017 and 2016, the Company was obligated to the officer, for an unsecured, non-interest bearing demand loan with a balance of $125,779 and $74,579, respectively. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - CONVERTIBLE NOTE PAYABLE | On September 1, 2016, the Company entered into a Convertible Note Agreement in the principal amount of $200,000 with an unrelated party. The note bears interest at 12% per annum and the holder is able to convert all unpaid interest and principal into common shares at $3.50 per share. The note matures on September 1, 2018. The Company recognized a discount on the note of $38,857 at the agreement date. The interest expense was due every six months commencing on March 1, 2017 until the principal amount of this convertible note is paid in full. The Company recognized interest expense related to the convertible note of $43,427 and $14,476, respectively, for the years ended December 31, 2017 and 2016. The unamortized debt discount at December 31, 2017 and 2016 was $12,953 and $32,381, respectively. As of December 31, 2017 and 2016, net balance of the convertible note amounted to $187,047 and $167,619, respectively. |
BUSINESS CONCENTRATION AND RISK
BUSINESS CONCENTRATION AND RISKS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - BUSINESS CONCENTRATION AND RISKS | Major customers One customer accounted for 100% and 0% of the total accounts receivable and total net sales as of and for the years ended December 31, 2017 and December 31, 2016, respectively. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 9 - COMMITMENTS | Operating Lease The Company has operating leases for its office. Rental expenses for the years ended December 31, 2017 and 2016 were $12,000 and $nil, respectively. As of December 31, 2017, total future minimum annual lease payments under operating lease was as follows, by years: Twelve months ending December 31, 2018 $ 9,000 Thereafter - Total $ 9,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - INCOME TAXES | The Company accounts for income taxes under ASC 740, Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company is subject to taxation in the United States and certain state jurisdictions. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes. HKFW in Hong Kong are governed by the Inland Revenue Ordinance Tax Law of Hong Kong, and are generally subject to a profits tax at the rate of 16.5% on the estimated assessable profits. CBNB in the PRC is governed by the Income Tax Law of the PRC concerning the private enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriated adjustments. Provision (benefit) for income tax for the year ended December 31, 2017 consisted of: Year ended December 31, 2017 Federal State Foreign Total Current $ - $ 800 $ 4,806 $ 5,606 Deferred - - - - Total $ - $ 800 $ 4,806 $ 5,606 Provision (benefit) for income tax for the year ended December 31, 2016 consisted of: Year ended December 31, 2016 Federal State Foreign Total Current $ - $ - $ - $ - Deferred - - - - Total $ - $ - $ - $ - Net deferred tax assets consist of the following components as of: December 31, 2017 2016 Deferred tax asset: Net operating loss carry forwards $ 62,353 $ 46,126 Valuation allowance (62,353 ) (46,126 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $297,000, which expires in 2032, for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. Tax filings for the Company for the years 2013 and 2014 are available for examination by stat tax jurisdictions and federal tax purposes. The Company is disclosing an uncertain tax position due to timing differences between operating income from PRC and tax filings as of December 31, 2017, which will subject to China tax authority examination. The Company has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in its consolidation financial statements. The Company may from time to time be assessed interest or penalties by major tax jurisdictions. |
GEOGRAPHICAL SALES
GEOGRAPHICAL SALES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 11 - GEOGRAPHICAL SALES | The Companys net sales are mainly generated from PRC, and currently the Company only has one customer. Please refer to Note 8 for details of customer. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 11 - SUBSEQUENT EVENT | The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and determine that there were no subsequent events or transactions that require recognition or disclosures in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | The Companys consolidated financial statements refer to MakingORG, Inc. and its subsidiaries. All intercompany transactions and balances were eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Companys consolidated financial statement date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable are reported realizable value, net of allowance for contractual credits and doubtful accounts, which are recognized in the period the related revenue is recorded. Accounts receivable consists principally of receivables from distributor or end user, arising from the sale of the Companys product. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Management evaluated that there was no allowance for doubtful accounts as of December 31, 2017 and 2016, respectively. |
Inventories | Inventories consist of (a) packing materials and (b) raw materials, which are stated at the lower of cost or net realizable value under the first-in-first-out method. The Company reviews its inventories periodically for possible excess and obsolescence to determine if any reserves are necessary. |
Revenue Recognition | The Company recognizes revenue when (1) delivery of product has occurred or services have been rendered, (2) there is persuasive evidence of a sale arrangement, (3) selling prices are fixed or determinable, and (4) collectability from the customer is reasonably assured. |
Advertising Expenses | Advertising costs are expensed as incurred. Advertising expenses incurred for the years ended December 31, 2017 and 2016 totaled $9,285 and $4,639, respectively. |
Research and Development | Research and development costs are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statement of operations and totaled $7,000 and $nil for the years ended December 31, 2017 and 2016, respectively. |
Income Taxes | Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are using enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, if more likely than not that the company will not realize tax assets through future operation. On December 22, 2017, the U.S. enacted the 2017 Tax Cuts and Jobs Act which contains several key tax provisions that affect the Company, including, but not limited to, a one-time mandatory transition tax on accumulated foreign earnings, changes in the sourcing and calculation of foreign income, and a reduction of the corporate income tax rate to 21% effective January 1, 2018. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. |
Foreign Currency Transactions | The functional currency for the Company and HKFW is the US dollar. The functional currency for the China subsidiary (CBKB) is the Renminbi (RMB). Assets and liabilities of the China operation are translated from RMB into U.S. dollars at period-end rates, while income and expense are translated at the weighted-average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income/(loss) within shareholders deficit. |
Related Parties | The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
Segment Reporting | The Company follows FASB ASC Topic 280, Segment Reporting |
Fair Value of Financial Instruments | Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Companys own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The carrying amounts of financial assets and liabilities in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and due to related party approximate their fair value due to the short-term duration of those instruments. Notes payable are recorded at agreed values. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Management has considered all other recent accounting pronouncements issued since the last audit of the Companys consolidated financial statements. The Companys management believes that these recent pronouncements will not have a material effect on the Companys consolidated financial statements. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories Tables | |
Schedule of Inventories | December 31, 2017 2016 Packaging materials $ 10,020 $ - Raw materials 22,135 - Total inventory $ 32,155 $ - |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases | Twelve months ending December 31, 2018 $ 9,000 Thereafter - Total $ 9,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Schedule of Provision (benefit) for income tax | Provision (benefit) for income tax for the year ended December 31, 2017 consisted of: Year ended December 31, 2017 Federal State Foreign Total Current $ - $ 800 $ 4,806 $ 5,606 Deferred - - - - Total $ - $ 800 $ 4,806 $ 5,606 Provision (benefit) for income tax for the year ended December 31, 2016 consisted of: Year ended December 31, 2016 Federal State Foreign Total Current $ - $ - $ - $ - Deferred - - - - Total $ - $ - $ - $ - |
Schedule of Deferred tax assets and liabilities | December 31, 2017 2016 Deferred tax asset: Net operating loss carry forwards $ 62,353 $ 46,126 Valuation allowance (62,353 ) (46,126 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND NATURE OF BU23
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Organization And Nature Of Business Details Narrative | |
State of incorporation | State of Nevada |
Date of incorporation | Aug. 10, 2012 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | |||
Advertising expenses | $ 9,285 | $ 4,639 | |
Research and development costs | $ 7,000 | ||
Statutory federal income tax rate | 21.00% | 34.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories Details | ||
Packaging materials | $ 10,020 | |
Raw materials | 22,135 | |
Total inventory | $ 32,155 |
PREPAID EXPENSES AND OTHER CU26
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses And Other Current Assets Details Narrative | ||
Prepaid expenses and other current assets | $ 17,176 | $ 12,150 |
DUE TO RELATED PARTY (Details N
DUE TO RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Due to related party | $ 125,779 | $ 74,579 |
Loan from related party | 51,200 | 36,270 |
Officer [Member] | ||
Due to related party | $ 125,779 | $ 74,579 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense | $ 43,427 | $ 14,476 | |
Unamortized debt discount | 12,953 | 12,953 | |
Long term debt discount of convertible note payable | 32,381 | 32,381 | |
Convertible note payable, net of discount current | 187,047 | ||
Long term convertible note payable, net of discount | $ 167,619 | ||
Convertible Note Agreement [Member] | |||
Principal amount | $ 200,000 | ||
Interest rate | 12.00% | ||
Share price | $ 3.50 | ||
Maturity date | Sep. 1, 2018 | ||
Discount on convertible note payable | $ 38,857 |
BUSINESS CONCENTRATION AND RI29
BUSINESS CONCENTRATION AND RISKS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
One customer [Member] | ||
Accounts receivable percentage | 100.00% | 0.00% |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2017USD ($) |
Commitments Details | |
Twelve months ending December 31, 2018 | $ 9,000 |
Thereafter | |
Total | $ 9,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments Details Narrative | ||
Rental expenses | $ 12,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | $ 5,606 | |
Deferred | ||
Total | 5,606 | |
Federal [Member] | ||
Current | ||
Deferred | ||
Total | ||
State [Member] | ||
Current | 800 | |
Deferred | ||
Total | 800 | |
Foreign [Member] | ||
Current | 4,806 | |
Deferred | ||
Total | $ 4,806 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset: | ||
Net operating loss carry forwards | $ 62,353 | $ 46,126 |
Valuation allowance | (62,353) | (46,126) |
Net deferred tax asset |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Dec. 31, 2017 | |
Statutory federal income tax rate | 21.00% | 34.00% |
Operating loss carry forwards | $ 297,000 | |
Federal income tax expire | 2,032 | |
Hong Kong [Member] | ||
Statutory federal income tax rate | 16.50% | |
PRC [Member] | ||
Statutory federal income tax rate | 25.00% |