Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ABV CONSULTING, INC. | |
Entity Central Index Key | 0001607450 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 5,533,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 4,348 | $ 4,534 |
Accounts receivable, net | 12,821 | |
Total Current Assets | 4,348 | 17,355 |
TOTAL ASSETS | 4,348 | 17,355 |
Current Liabilities | ||
Accounts and other payable | 11,158 | 5,526 |
Due to related parties | 287,934 | 257,853 |
Total Current Liabilities | 299,092 | 263,379 |
TOTAL LIABILITIES | 299,092 | 263,379 |
Commitments and contingencies | ||
Stockholders' Deficit | ||
Preferred stock: 10,000,000 authorized; $0.0001 par value No shares issued and outstanding | ||
Common stock: 3,000,000,000 shares authorized; $0.0001 par value 5,533,000 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 553 | 553 |
Additional paid in capital | 159,437 | 159,437 |
Accumulated deficit | (454,734) | (406,014) |
Total Stockholders' Deficit | (294,744) | (246,024) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,348 | $ 17,355 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Stockholders' Deficit | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,533,000 | 5,533,000 |
Common stock, shares outstanding | 5,533,000 | 5,533,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Consolidated Statements of Operations (Unaudited) | ||||
Revenue | $ 12,821 | |||
Operating Expenses | ||||
General and administrative | 139 | 10,987 | 14,244 | 43,322 |
Professional fees | 6,934 | 9,853 | 34,476 | 28,773 |
Total Operating Expenses | 7,073 | 20,840 | 48,720 | 72,095 |
Operating loss | (7,073) | (20,840) | (48,720) | (59,274) |
Provision for income taxes | ||||
Net loss | $ (7,073) | $ (20,840) | $ (48,720) | $ (59,274) |
Basic and dilutive loss per common share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding | 5,533,000 | 5,533,000 | 5,533,000 | 5,533,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock Shares | Additional Paid in Capital | Accumulated Deficit |
Balance, shares at Jan. 01, 2018 | 5,533,000 | |||
Balance, amount at Jan. 01, 2018 | $ (185,365) | $ 553 | $ 159,437 | $ (345,355) |
Net loss | (59,274) | (59,274) | ||
Balance, shares at Jul. 01, 2018 | 5,533,000 | |||
Balance, amount at Jul. 01, 2018 | (223,799) | $ 553 | 159,437 | (383,789) |
Net loss | (20,840) | (20,840) | ||
Balance, shares at Sep. 30, 2018 | 5,533,000 | |||
Balance, amount at Sep. 30, 2018 | (244,639) | $ 553 | 159,437 | (404,629) |
Balance, shares at Jan. 01, 2019 | 5,533,000 | |||
Balance, amount at Jan. 01, 2019 | (246,024) | $ 553 | 159,437 | (406,014) |
Net loss | (48,720) | (48,720) | ||
Balance, shares at Jul. 01, 2019 | 5,533,000 | |||
Balance, amount at Jul. 01, 2019 | (287,671) | $ 553 | 159,437 | (447,661) |
Net loss | (7,073) | (7,073) | ||
Balance, shares at Sep. 30, 2019 | 5,533,000 | |||
Balance, amount at Sep. 30, 2019 | $ (294,744) | $ 553 | $ 159,437 | $ (454,734) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (48,720) | $ (59,274) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by related party | 15,273 | 500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,821 | |
Accounts and other payable | 5,632 | 4,692 |
Net Cash Used in Operating Activities | (14,994) | (54,082) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment to related party | (3,846) | |
Proceeds from related party | 14,808 | 62,301 |
Net Cash Provided by Financing Activities | 14,808 | 58,455 |
Net change in cash and cash equivalents for the period | (186) | 4,373 |
Cash and cash equivalents at beginning of the period | 4,534 | 299 |
Cash and cash equivalents at end of the period | 4,348 | 4,672 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash received for interest | ||
Cash paid for income taxes | ||
Cash paid for interest |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
NOTE 1 - BASIS OF PRESENTATION | The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the consolidated balance sheet as of December 31, 2018 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018. |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 9 Months Ended |
Sep. 30, 2019 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND | ABV Consulting, Inc. (“we,” “us,” “our,” “ABVN” or the “Company”) was incorporated in the state of Nevada on October 15, 2013, for the purpose of providing merchandising and consulting services to craft beer brewers and distributors. On August 22, 2016, the Company’s founder and prior manager sold all of his shares in the Company, constituting approximately 90.4% of the issued and outstanding shares of the Company, and retired from his positions as executive officer and sole director of the Company (the “Change of Control Event”). Subsequent to the Change of Control Event, our current management pursued a strategic acquisition strategy focused on acquisition target companies with operations located primarily in Southeast Asia, the Pacific Islands, the People’s Republic of China (including Hong Kong and Macau) (the “PRC”), Taiwan and other jurisdictions within Asia, and with operations complimentary to the PRC’s broad “One Belt, One Road” (“OBOR”) regional investment and cooperation initiative. In connection with this strategy, we moved our corporate headquarters from Pennsylvania to Hong Kong. |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN UNCERTAINTIES | |
NOTE 3 - GOING CONCERN UNCERTAINTIES | The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of September 30, 2019, the Company had an accumulated deficit of $454,734 and net loss of $48,720 and net cash used in operations of $14,994 for the nine months ended September 30, 2019. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. The continuation of the Company as a going concern through September 30, 2020 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of estimates In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. Basis of consolidation The condensed consolidated financial statements include the financial statements of ABVN and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. Foreign currency translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar (“USD”). The Company’s subsidiary in Hong Kong maintain their books and records in their local currency, the Hong Kong Dollar (“HKD”), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2019 and December 31, 2018, the Company had $4,348 and $4,534 in cash and cash equivalents, respectively. Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts receivable, accounts payable and amount due to a related party approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: · Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; · Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and · Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Accounts receivable Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of September 30, 2019 and December 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable. During the nine months ended September 30, 2019 and 2018, the Company did not record any bad debt expense. Commitments and contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014 - 09 , Revenue from Contracts with Customers (Topic 606 ), Under ASU 2014 - 09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customer-specific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Hong Kong is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority. Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2019 and December 31, 2018, the Company has no dilutive securities. Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recently Adopted Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The adoption of ASC 842, did not have a material effect on the Company’s consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | During the nine months ended September 30, 2019, the Company received advances from a shareholder in the amount of $14,808 to pay for operating expenses, and the shareholder paid expenses of $15,273 for the Company. As of September 30, 2019 and December 31, 2018, the Company owed to shareholders $287,934 and $257,853, respectively. The amounts due to the related parties are unsecured, non-interest bearing and have no fixed terms of repayment. Imputed interest from related party loans is not significant. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES | |
NOTE 6 - INCOME TAXES | ABV Consulting, Inc. was formed in 2013. Prior to the acquisition of ABV HK in June 2017, the Company only had operations in the United States. In June 2016, the Company became the parent of ABV HK., a wholly owned Hong Kong subsidiary, which files tax returns in Hong Kong. For the nine months ended September 30, 2019 and 2018, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: For the Nine Months Ended September 30, 2019 2018 Tax jurisdiction from: - Local $ - $ - - Foreign (48,720 ) (59,274 ) Loss before income taxes $ (48,720 ) $ (59,274 ) United States of America ABV Consulting, Inc. is registered in the State of Nevada and is subject to the tax laws of United States of America. As of September 30, 2019, the operations in the United States of America incurred $266,780 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $54,600 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The Company’s tax returns are subject to examination by United States tax authorities beginning with the year ended December 31, 2013. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at a standard income tax rate range from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2019 and 2018 is as follows: For the Nine Months Ended September 30, 2019 2018 Loss before income taxes from HK operation $ (48,720 ) $ (59,274 ) Statutory income tax rate 8.25 % 16.5 % Income tax expense at statutory rate (4,018 ) (9,780 ) Tax losses carryforward 4,018 9,780 Income tax expense $ - $ - As of September 30, 2019, the operations in the Hong Kong incurred $187,954 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $26,992 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2019 and December 31, 2018: September 30, December 31, 2019 2018 (Unaudited) (Audited) Deferred tax assets: Net operating loss carryforwards United States $ 54,600 $ 54,600 Hong Kong 26,992 22,974 Total 81,592 77,574 Less: valuation allowance (81,592 ) (77,574 ) Net deferred tax asset $ - $ - Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $81,592 as of September 30, 2019. In the period, the valuation allowance increased by $4,018, primarily relating to net operating loss carryforwards from the foreign tax regime. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | Operating lease commitments As of September 30, 2019, the Company has no material commitments under operating leases. Capital commitment As of September 30, 2019, the Company has no material capital commitments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 8 - SUBSEQUENT EVENTS | The Company has analyzed its operations subsequent to the date these financial statements were issued, and has determined that it does not have any material events to disclose. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
Use of estimates | In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Basis of consolidation | The condensed consolidated financial statements include the financial statements of ABVN and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Foreign currency translation | Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar (“USD”). The Company’s subsidiary in Hong Kong maintain their books and records in their local currency, the Hong Kong Dollar (“HKD”), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity. |
Cash and cash equivalents | Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2019 and December 31, 2018, the Company had $4,348 and $4,534 in cash and cash equivalents, respectively. |
Fair value of financial instruments | The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts receivable, accounts payable and amount due to a related party approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: · Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; · Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and · Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Accounts receivable | Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of September 30, 2019 and December 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable. During the nine months ended September 30, 2019 and 2018, the Company did not record any bad debt expense. |
Commitments and contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Revenue recognition | On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014 - 09 , Revenue from Contracts with Customers (Topic 606 ), Under ASU 2014 - 09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customer-specific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. |
Income taxes | The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Hong Kong is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority. |
Net loss per share | The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2019 and December 31, 2018, the Company has no dilutive securities. |
Related parties | Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recently Adopted Accounting Standards | In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The adoption of ASC 842, did not have a material effect on the Company’s consolidated financial statements. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
INCOME TAXES (Tables) | |
Summary of loss before income taxes | For the Nine Months Ended September 30, 2019 2018 Tax jurisdiction from: - Local $ - $ - - Foreign (48,720 ) (59,274 ) Loss before income taxes $ (48,720 ) $ (59,274 ) |
Income tax expense | For the Nine Months Ended September 30, 2019 2018 Loss before income taxes from HK operation $ (48,720 ) $ (59,274 ) Statutory income tax rate 8.25 % 16.5 % Income tax expense at statutory rate (4,018 ) (9,780 ) Tax losses carryforward 4,018 9,780 Income tax expense $ - $ - |
Deferred tax assets | September 30, December 31, 2019 2018 (Unaudited) (Audited) Deferred tax assets: Net operating loss carryforwards United States $ 54,600 $ 54,600 Hong Kong 26,992 22,974 Total 81,592 77,574 Less: valuation allowance (81,592 ) (77,574 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) | 9 Months Ended | |
Sep. 30, 2019 | Aug. 22, 2016 | |
Entity incorporation,name | State of Nevada | |
Entity incorporation, date of incorporation | Oct. 15, 2013 | |
Founder and prior manager [Member] | ||
Common stock shares issued and outstanding, percent | 90.40% |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
GOING CONCERN UNCERTAINTIES (Details Narrative) | ||||||||
Accumulated deficit | $ (454,734) | $ (454,734) | $ (406,014) | |||||
Net loss | $ (7,073) | $ (11,616) | $ (20,840) | $ (26,241) | $ (38,434) | (48,720) | $ (59,274) | |
Net cash used in operations | $ (43,824) | $ (14,994) | $ (54,082) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | |||||
Cash and cash equivalents | $ 4,348 | $ 4,534 | $ 4,672 | $ 4,661 | $ 299 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS | ||||
Proceeds from related party | $ 48,186 | $ 14,808 | $ 62,301 | |
Due to related parties | 287,934 | $ 257,853 | ||
Expenses paid by related party | $ 15,273 | $ 500 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Tax jurisdiction from: | |||||||
Local | |||||||
Foreign | (48,720) | (59,274) | |||||
Net loss | $ (7,073) | $ (11,616) | $ (20,840) | $ (26,241) | $ (38,434) | $ (48,720) | $ (59,274) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
INCOME TAXES (Details 1) | |||
Loss before income taxes from HK operation | $ (48,720) | $ (59,274) | |
Statutory income tax rate | 8.25% | 16.50% | |
Income tax expense at statutory rate | $ (4,018) | $ (9,780) | |
Tax losses carryforwards | $ 6,341 | 4,018 | 9,780 |
Income tax expense |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Net operating loss carryforwards | ||
United States | $ 54,600 | $ 54,600 |
Hong Kong | 26,992 | 22,974 |
Total | 81,592 | 77,574 |
Less: valuation allowance | (81,592) | (77,574) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Valuation allowance, increased | $ 6,341 | $ 4,018 | $ 9,780 | |
Deferred tax assets, valuation allowance | $ 81,592 | $ 77,574 | ||
Net operating loss carry forwards, expiration date | 2039 | |||
Net operating loss carryforwards | $ 266,780 | |||
Deferred tax assets | 54,600 | |||
Hong Kong [Member] | ||||
Net operating loss carryforwards | 187,954 | |||
Deferred tax assets | $ 26,992 |