Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | First Priority Tax Solutions Inc. | |
Entity Central Index Key | 0001622408 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
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 | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 5,760,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Current Assets | ||
Cash and cash equivalents | ||
Total Current Assets | ||
TOTAL ASSETS | ||
Current Liabilities | ||
Accounts payable and accrued liabilities | 15,173 | 12,427 |
Due to shareholder | 62,546 | 51,596 |
Total Liabilities | 77,719 | 64,023 |
Stockholders' Deficit | ||
Preferred stock par value $0.000001: 8,000,000 shares authorized, none issued and outstanding | ||
Common stock par value $0.000001: 92,000,000 shares authorized, 5,760,000 issued and outstanding | 6 | 6 |
Additional paid-in capital | 74,517 | 74,517 |
Accumulated deficit | (262,147) | (248,451) |
Retained earnings from discontinued operations | 109,905 | 109,905 |
Total Stockholders' Deficit | (77,719) | (64,023) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 |
Stockholders' Deficit | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 92,000,000 | 92,000,000 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Common stock, shares issued | 5,760,000 | 5,760,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 5,760,000 | 5,760,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||
Revenue | $ 2,046 | |
Cost of Revenue | 1,919 | |
GROSS PROFIT | 127 | |
OPERATING EXPENSES | ||
Professional fees | 13,696 | 11,367 |
General and administrative | 1,318 | |
Total Operating Expenses | 13,696 | 12,685 |
NET LOSS FROM CONTINUED OPERATIONS before Income Taxes | (13,696) | (12,558) |
Income Taxes | ||
NET LOSS FROM CONTINUED OPERATIONS | (13,696) | (12,558) |
NET LOSS | $ (13,696) | $ (12,558) |
NET LOSS PER SHARE: BASIC AND DILUTED | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 5,760,000 | 5,760,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Deficit (Unaudited) - USD ($) | Total | Common Stock [Member] | Accumulated Deficit [Member] | Additional Paid-in Capital [Member] | Discontinued Operations Retained Earnings [Member] |
Balance, shares at Jun. 30, 2018 | 5,760,000 | ||||
Balance, amount at Jun. 30, 2018 | $ (30,956) | $ 6 | $ (231,765) | $ 74,517 | $ 126,286 |
Net loss from continued operations | (12,558) | $ (12,558) | |||
Net loss from discontinued operations | |||||
Balance, shares at Sep. 30, 2018 | 5,760,000 | ||||
Balance, amount at Sep. 30, 2018 | $ (43,514) | $ 6 | $ (244,323) | $ 74,517 | $ 126,286 |
Balance, shares at Jun. 30, 2019 | 5,760,000 | ||||
Balance, amount at Jun. 30, 2019 | $ (64,023) | $ 6 | $ (248,451) | $ 74,517 | $ 109,905 |
Net loss from continued operations | (13,696) | $ (13,696) | |||
Net loss from discontinued operations | |||||
Balance, shares at Sep. 30, 2019 | 5,760,000 | ||||
Balance, amount at Sep. 30, 2019 | $ (77,719) | $ 6 | $ (262,147) | $ 74,517 | $ 109,905 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss from continuing operations | $ (13,696) | $ (12,558) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 2,746 | 623 |
Net cash used in operating activities | (10,950) | (11,935) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advancement from a shareholder | 10,950 | 8,930 |
Net cash provided by financing activities | 10,950 | 8,930 |
Net changes in cash and cash equivalents | (3,005) | |
Cash and cash equivalents - beginning of period | 3,005 | |
Cash and cash equivalents - end of period | ||
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | ||
Cash paid for income taxes |
Organization and Operations
Organization and Operations | 3 Months Ended |
Sep. 30, 2019 | |
Organization and Operations | |
Note 1 - Organization and Operations | First Priority Tax Solutions, Inc. (“First Priority” or the “Company”) was incorporated on March 31, 2014 under the laws of the State of Delaware. On May 8, 2018, First Priority Tax Solutions, Inc. entered into an Asset Purchase Agreement with Silverlight International Limited., the Company owned by the owner of Zshoppers, Inc., whereby First Priority Tax Solutions, Inc. has agreed to acquire the net assets of Zshoppers, Inc. On October 1, 2018, First Priority Tax Solutions, Inc. disposed of Zshoppers, Inc. The Company is currently seeking for a new business plan. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 3 Months Ended |
Sep. 30, 2019 | |
Significant and Critical Accounting Policies and Practices | |
Note 2 - Significant and Critical Accounting Policies and Practices | The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These condensed unaudited consolidated financial statements should be read in conjunction with the financial statements of the Company for the reporting period ended June 30, 2019 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on September 30, 2019. Basis of Consolidation These consolidated financial statements include the accounts of the Company and the acquired assets of Zshoppers, Inc. All material intercompany balances and transactions have been eliminated. Fiscal Year End The Company elected June 30th as its fiscal year end date upon its formation. Change of Control On December 1, 2017, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock (representing approximately 70% of issued and outstanding common shares of the Company), has been transferred from its Chief Executive Officer to an unaffiliated corporation, and a change of control of the Company has occurred. Upon the change of control of the Company, the existing directors and officers resigned immediately, and the Company has appointed a new director and officer. The Company entered into an agreement to transfer to its primary shareholder all its assets and liabilities which include real estate properties for generating rental income and liabilities consists of vendor payables and notes payable. Discontinued Operations On December 1, 2017, as a result of the change of control of the Company, the Company transferred all its assets and liabilities to its primary shareholder. Please refer to Note 5 and 6. On October 1, 2018, First Priority Tax Solutions, Inc. disposed of Zshoppers, Inc. for which the Company acquired their net assets on May 8, 2018. Please refer to Note 6. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern: (ii) Fair value of long-lived assets (iii) Valuation allowance for deferred tax assets: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Cash Equivalents For the purpose of the accompanying financial statements, all highly liquid investments with a maturity of six months or less are considered to be cash equivalents. Real Estate Effective December 1, 2017, Real Estate reflected on the balance sheet was transferred to the principal shareholder of the Company. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitment 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 consolidated 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 potential 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. Revenue Recognition The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. The Company’s sales are completed through an online marketplace providing coupons and on-line discounts for products and services provided by third parties. Cost of services include all expenses directly incurred to generate revenue, which include costs such as products purchases, processing fees, chargebacks and disputes, and shipping costs. Earnings per Share Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. There were no potentially dilutive common shares outstanding for the reporting periods ending September 30, 2019 and September 30, 2018. Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred, or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company is in process of evaluating the impact of the foregoing updates. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. |
Going Concern
Going Concern | 3 Months Ended |
Sep. 30, 2019 | |
Going Concern | |
Note 3 - Going Concern | The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, ” Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financials at September 30, 2019 and June 30, 2019, the Company had an accumulated deficit of $262,147 and $248,451 of continuing operations, respectively, and retained earnings of $109,905 and $109,905 from discontinued operations, as of September 30, 2019 and June 30, 2019, respectively. The Company has a working capital deficit (total current liabilities exceeded total current assets) of $77,719 and $64,023, at September 30, 2019 and June 30, 2019, respectively. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the filing date of this report. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing. |
Contribution of Assets
Contribution of Assets | 3 Months Ended |
Sep. 30, 2019 | |
Contribution of Assets | |
Note 4 - Contribution of Assets | On May 8, 2018, the Company entered into a Capital Contribution Agreement with our principal shareholder, Silverlight International Limited. Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, valued at $100,000 to the Company, in exchange for the issuance of an additional 20,000 shares to Silverlight at $5 per share. The assets contributed to our Company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and email lists. In connection with the capital contribution, our Company pay the former owner of Zshoppers.com 25% profit share for one year from the date of acquisition, plus $1,000 per month for the Payment Period. The acquisition of Zshoppers, Inc. met the definition of a business in accordance with FASB ASC Topic 805,” Business Combinations”. The net assets (liabilities) acquired by First Priority Tax Solutions, Inc. from Zshoppers, Inc. on May 8, 2018 is summarized as follows: Net Assets (Liabilities) Acquisition Cash and cash equivalents $ 951 Accounts payable (2,461 ) $ (1,510 ) Revenues of $5,917 and net loss of $2,968 since the acquisition date are included in the consolidated statements of operations for the year ended June 30, 2018. |
Disposal of Net Liabilities
Disposal of Net Liabilities | 3 Months Ended |
Sep. 30, 2019 | |
Disposal of Net Liabilities | |
Note 5 - Disposal of Net Liabilities | On December 1, 2017, as a result of the change of control of the Company, the Company transferred all its assets and liabilities to its primary shareholder summarized as follows: Net Liabilities Disposition Deferred rent asset $ 7,293 Due from shareholders 39,657 Building, net 53,000 Land 15,000 Bank indebtedness (942 ) Accrued expenses (19,340 ) Accrued Interest (11,346 ) Lease deposits from customers (4,500 ) Note payable (85,000 ) Note payable - related party (10,000 ) $ (16,178 ) |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations | |
Note 6 - Discontinued Operations | On December 1, 2017, as a result of the change of control of the Company, the Company transferred to its primary shareholder all its assets and liabilities which include real estate properties for generating rental income. On October 1, 2018, First Priority Tax Solutions, Inc. disposed of Zshoppers, Inc. for which the Company acquired their net assets on May 8, 2018. The sales of net liabilities qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Condensed Statements of Operations to present the revenue and cost of revenue from the real estate activity in discontinued operations. For three months ended September 30, 2019 and 2018, the Company had no net income (loss) from discontinued operations results. |
Equity Transactions
Equity Transactions | 3 Months Ended |
Sep. 30, 2019 | |
Equity Transactions | |
Note 7 - Equity Transactions | Shares Authorized Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is Ninety-Two Million (92,000,000) shares of Common Stock, par value $0.000001 per share, and Eight Million (8,000,000) shares of Preferred Stock, par value $0.000001 per share. Common Stock On May 8, 2018, the Company issued 20,000 shares of common stock to acquire the net assets from Zshoppers. As of September 30, 2019, and June 30, 2019, the issued and outstanding common stock was 5,760,000 shares. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Note 8 - Related Party Transactions | On May 8, 2018, the Company entered into a Capital Contribution Agreement with our principal shareholder, Silverlight International Limited. Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, valued at $100,000 to the Company, in exchange for the issuance of an additional 20,000 shares to Silverlight at $5 per share. The assets contributed to our Company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and email lists. In connection with the capital contribution, our Company pay the former owner of Zshoppers.com 25% profit share for one year from the date of acquisition, plus $1,000 per month for the payment period. During the three months ended September 30, 2019 and 2018, the shareholder of the Company has made $10,950 and $8,930 net advancement for paying off operating expenses on behalf of the Company, respectively. As of September 30, 2019, the amount due to the shareholder was $62,546. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Note 9 - Subsequent Events | Management has evaluated subsequent events through the date these unaudited condensed consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 3 Months Ended |
Sep. 30, 2019 | |
Significant and Critical Accounting Policies and Practices | |
Basis of Presentation - Unaudited Interim Financial Information | The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These condensed unaudited consolidated financial statements should be read in conjunction with the financial statements of the Company for the reporting period ended June 30, 2019 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on September 30, 2019. |
Basis of Consolidation | These consolidated financial statements include the accounts of the Company and the acquired assets of Zshoppers, Inc. All material intercompany balances and transactions have been eliminated. |
Fiscal Year End | The Company elected June 30th as its fiscal year end date upon its formation. |
Change of Control | On December 1, 2017, as a result of a private transaction, the control block of voting stock of the Company, represented by 4,000,000 shares of common stock (representing approximately 70% of issued and outstanding common shares of the Company), has been transferred from its Chief Executive Officer to an unaffiliated corporation, and a change of control of the Company has occurred. Upon the change of control of the Company, the existing directors and officers resigned immediately, and the Company has appointed a new director and officer. The Company entered into an agreement to transfer to its primary shareholder all its assets and liabilities which include real estate properties for generating rental income and liabilities consists of vendor payables and notes payable. |
Discontinued Operations | On December 1, 2017, as a result of the change of control of the Company, the Company transferred all its assets and liabilities to its primary shareholder. Please refer to Note 5 and 6. On October 1, 2018, First Priority Tax Solutions, Inc. disposed of Zshoppers, Inc. for which the Company acquired their net assets on May 8, 2018. Please refer to Note 6. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern: (ii) Fair value of long-lived assets (iii) Valuation allowance for deferred tax assets: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Cash Equivalents | For the purpose of the accompanying financial statements, all highly liquid investments with a maturity of six months or less are considered to be cash equivalents. |
Real Estate | Effective December 1, 2017, Real Estate reflected on the balance sheet was transferred to the principal shareholder of the Company. |
Related Parties | The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitment 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 consolidated 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 potential 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. |
Revenue Recognition | The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. The Company’s sales are completed through an online marketplace providing coupons and on-line discounts for products and services provided by third parties. Cost of services include all expenses directly incurred to generate revenue, which include costs such as products purchases, processing fees, chargebacks and disputes, and shipping costs. |
Earnings per Share | Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. There were no potentially dilutive common shares outstanding for the reporting periods ending September 30, 2019 and September 30, 2018. |
Cash Flows Reporting | The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. |
Subsequent Events | The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred, or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606), deferral of the Effective Date.” With the issuance of ASU 2015-14, the new revenue guidance ASU 2014-09 will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, using one of two prescribed retrospective methods. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing.” The guidance is applicable from the date of applicability of ASU 2014-09. This ASU finalizes the amendments to the guidance on the new revenue standard on the identification of performance obligations and accounting for licenses of intellectual property. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements (Topic 606)” which is applicable from the date of applicability of ASU 2014-09. This guidance provides optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. In May 2016, FASB issued ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients”. This amendment clarified certain aspects of Topic 606 and will be applicable from the date of applicability of ASU 2014-09. The Company is in process of evaluating the impact of the foregoing updates. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This new standard replaces the existing guidance on leases and requires the lessee to recognize a right-of-use asset and a lease liability for all leases with lease terms equal to or greater than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize total lease expense on a straight-line basis. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2018. Upon adoption, entities will be required to use a modified retrospective transition which provides for certain practical expedients. Entities are required to apply the new standard at the beginning of the earliest comparative period presented. Early adoption of this new standard is permitted. The Company is currently evaluating the effect this new standard will have on its consolidated financial statements and related disclosures. The Company does not expect the requirement to recognize a right-of-use asset and a lease liability for operating leases to have a material impact on the presentation of its consolidated statements of financial position. |
Contribution of Assets (Tables)
Contribution of Assets (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Contribution of Assets (Tables) | |
Summary of net assets and liabilities acquired | Net Assets (Liabilities) Acquisition Cash and cash equivalents $ 951 Accounts payable (2,461 ) $ (1,510 ) |
Disposal of Net Liabilities (Ta
Disposal of Net Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2019 | |
Disposal of Net Liabilities (Tables) | |
Summary of transferred assets and liabilities | Net Liabilities Disposition Deferred rent asset $ 7,293 Due from shareholders 39,657 Building, net 53,000 Land 15,000 Bank indebtedness (942 ) Accrued expenses (19,340 ) Accrued Interest (11,346 ) Lease deposits from customers (4,500 ) Note payable (85,000 ) Note payable - related party (10,000 ) $ (16,178 ) |
Organization and Operations (De
Organization and Operations (Details Narrative) | 3 Months Ended |
Sep. 30, 2019 | |
Organization and Operations (Details Narrative) | |
State of incorporation | Delaware |
Date of incorporation | Mar. 31, 2014 |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Details Narrative) | Dec. 01, 2017shares |
Unaffiliated Corporation [Member] | |
Transferred shares | 4,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 |
Going Concern (Details Narrative) | ||
Accumulated deficit | $ (262,147) | $ (248,451) |
Retained earnings from discontinued operations | 109,905 | 109,905 |
Working capital deficit | $ (77,719) | $ (64,023) |
Contribution of Assets (Details
Contribution of Assets (Details) - Zhoppers Inc [Member] | May 08, 2018USD ($) |
Cash and cash equivalents | $ 951 |
Accounts payable | (2,461) |
Net Assets (Liabilities) Acquisition Total | $ (1,510) |
Contribution of Assets (Detai_2
Contribution of Assets (Details Narrative) - USD ($) | May 08, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Revenues | $ 2,046 | $ 5,917 | |||
Net loss of acquisition | $ 2,968 | ||||
Silverlight International Limited [Member] | Capital Contribution Agreement [Member] | |||||
Exchange for the issuance of an additional, shares | 20,000 | ||||
Exchange for the issuance of an additional, value | $ 100,000 | ||||
Exchange for the issuance of an additional, per share | $ 5 | ||||
Payment Period description | 25% profit share for one year from the date of acquisition, plus $1,000 per month for the Payment Period |
Disposal of Net Liabilities (De
Disposal of Net Liabilities (Details) | Dec. 01, 2017USD ($) |
Net Liabilities Disposition | |
Deferred rent asset | $ 7,293 |
Due from shareholders | 39,657 |
Building, net | 53,000 |
Land | 15,000 |
Bank indebtedness | (942) |
Accrued expenses | (19,340) |
Accrued Interest | (11,346) |
Lease deposits from customers | (4,500) |
Note payable | (85,000) |
Note payable - related party | (10,000) |
Total disposal of net liabilities | $ (16,178) |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - $ / shares | Sep. 30, 2019 | Jun. 30, 2019 | May 08, 2018 |
Common stock, shares authorized | 92,000,000 | 92,000,000 | |
Common stock, par value | $ 0.000001 | $ 0.000001 | |
Preferred stock, par value | $ 0.000001 | $ 0.000001 | |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 | |
Common stock, shares issued | 5,760,000 | 5,760,000 | |
Common stock, shares outstanding | 5,760,000 | 5,760,000 | |
Silverlight International Limited [Member] | Capital Contribution Agreement [Member] | |||
Exchange for the issuance of an additional, shares | 20,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 08, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Due to shareholder | $ 62,546 | ||
Operating expenses paid by a shareholder on behalf of company | 10,950 | $ 8,930 | |
Related Party [Member] | |||
Due to shareholder | 62,546 | ||
Operating expenses paid by a shareholder on behalf of company | $ 10,950 | $ 8,930 | |
Silverlight International Limited [Member] | Capital Contribution Agreement [Member] | |||
Exchange for the issuance of an additional, shares | 20,000 | ||
Exchange for the issuance of an additional, value | $ 100,000 | ||
Exchange for the issuance of an additional, per share | $ 5 | ||
Payment Period description | 25% profit share for one year from the date of acquisition, plus $1,000 per month for the Payment Period |