Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 30, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | United Royale Holdings Corp. | |
Entity Central Index Key | 0001652842 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 141,965,520 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents (Nil at June 30, 2019; including $6,394 of restricted cash at December 31, 2018) | $ 129,021 | $ 261,930 |
Prepaid expenses | 14,988 | 13,931 |
TOTAL CURRENT ASSETS | 144,009 | 275,861 |
NON-CURRENT ASSETS | ||
Plant and equipment, net | 2,729 | 3,468 |
Biological assets | 35,510 | 28,697 |
TOTAL ASSETS | 182,248 | 308,026 |
CURRENT LIABILITIES | ||
Accrued liabilities | 6,718 | 27,790 |
Due to director | 78,424 | 66,355 |
TOTAL CURRENT LIABILITIES | 85,142 | 94,145 |
TOTAL LIABILITIES | 85,142 | 94,145 |
STOCKHOLDERS' EQUITY | ||
Preferred stock - Par value $0.0001; Authorized: 200,000,000 None issued and outstanding | ||
Common stock - Par value $ 0.0001; Authorized: 600,000,000 Issued and outstanding: 141,965,520 shares as of June 30, 2019 and December 31, 2018 | 14,197 | 14,197 |
Additional paid-in capital | 650,712 | 650,712 |
Accumulated other comprehensive loss | (489) | (460) |
Accumulated deficit | (567,314) | (450,568) |
TOTAL STOCKHOLDERS' EQUITY | 97,106 | 213,881 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 182,248 | $ 308,026 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 6,394 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 141,965,520 | 141,965,520 |
Common stock, shares outstanding | 141,965,520 | 141,965,520 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | [1] | Jun. 30, 2019 | Jun. 30, 2018 | [1] | |
Income Statement [Abstract] | ||||||
REVENUE | ||||||
COST OF REVENUE | ||||||
GROSS PROFIT | ||||||
OPERATING EXPENSES: | ||||||
General and administrative | (66,906) | (30,745) | (117,093) | (75,289) | ||
LOSS FROM OPERATIONS | (66,906) | (30,745) | (117,093) | (75,289) | ||
OTHER EXPENSE | ||||||
Other income (expense), net | 347 | 96 | 347 | 60 | ||
LOSS BEFORE INCOME TAX | (66,559) | (30,649) | (116,746) | (75,229) | ||
INCOME TAX EXPENSE | ||||||
NET LOSS | (66,559) | (30,649) | (116,746) | (75,229) | ||
Other comprehensive loss: | ||||||
- Foreign currency translation income (loss) | 90 | 663 | (29) | (33) | ||
COMPREHENSIVE LOSS | $ (66,469) | $ (29,986) | $ (116,775) | $ (75,262) | ||
NET LOSS PER SHARE, BASIC AND DILUTED | $ 0 | $ 0 | $ 0 | $ 0 | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 141,965,520 | 141,965,520 | 141,965,520 | 141,965,520 | ||
[1] | The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total | ||
Beginning balance at Dec. 31, 2017 | $ 14,197 | $ 643,448 | $ (739) | $ (252,091) | $ 404,815 | ||
Beginning balance, shares at Dec. 31, 2017 | 141,965,520 | ||||||
Net loss | (44,580) | (44,580) | |||||
Foreign currency translation | (696) | (696) | |||||
Ending balance at Mar. 31, 2018 | [1] | $ 14,197 | 643,448 | (1,435) | (296,671) | 359,539 | |
Ending balance, shares at Mar. 31, 2018 | [1] | 141,965,520 | |||||
Beginning balance at Dec. 31, 2017 | $ 14,197 | 643,448 | (739) | (252,091) | 404,815 | ||
Beginning balance, shares at Dec. 31, 2017 | 141,965,520 | ||||||
Net loss | [1] | (75,229) | |||||
Ending balance at Jun. 30, 2018 | [1] | $ 14,197 | 643,448 | (772) | (327,320) | 329,553 | |
Ending balance, shares at Jun. 30, 2018 | [1] | 141,965,520 | |||||
Beginning balance at Mar. 31, 2018 | [1] | $ 14,197 | 643,448 | (1,435) | (296,671) | 359,539 | |
Beginning balance, shares at Mar. 31, 2018 | [1] | 141,965,520 | |||||
Net loss | (30,649) | (30,649) | [1] | ||||
Foreign currency translation | 663 | 663 | |||||
Ending balance at Jun. 30, 2018 | [1] | $ 14,197 | 643,448 | (772) | (327,320) | 329,553 | |
Ending balance, shares at Jun. 30, 2018 | [1] | 141,965,520 | |||||
Beginning balance at Dec. 31, 2018 | $ 14,197 | 650,712 | (460) | (450,568) | 213,881 | ||
Beginning balance, shares at Dec. 31, 2018 | 141,965,520 | ||||||
Net loss | (50,187) | (50,187) | |||||
Foreign currency translation | (119) | (119) | |||||
Ending balance at Mar. 31, 2019 | $ 14,197 | 650,712 | (579) | (500,755) | 163,575 | ||
Ending balance, shares at Mar. 31, 2019 | 141,965,520 | ||||||
Beginning balance at Dec. 31, 2018 | $ 14,197 | 650,712 | (460) | (450,568) | 213,881 | ||
Beginning balance, shares at Dec. 31, 2018 | 141,965,520 | ||||||
Net loss | (116,746) | ||||||
Ending balance at Jun. 30, 2019 | $ 14,197 | 650,712 | (489) | (567,314) | 97,106 | ||
Ending balance, shares at Jun. 30, 2019 | 141,965,520 | ||||||
Beginning balance at Mar. 31, 2019 | $ 14,197 | 650,712 | (579) | (500,755) | 163,575 | ||
Beginning balance, shares at Mar. 31, 2019 | 141,965,520 | ||||||
Net loss | (66,559) | (66,559) | |||||
Foreign currency translation | 90 | 90 | |||||
Ending balance at Jun. 30, 2019 | $ 14,197 | $ 650,712 | $ (489) | $ (567,314) | $ 97,106 | ||
Ending balance, shares at Jun. 30, 2019 | 141,965,520 | ||||||
[1] | The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | [1] | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (116,746) | $ (75,229) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation expenses | 738 | 742 | |
Changes in operating assets and liabilities: | |||
Decrease in accrued liabilities | (21,067) | (9,000) | |
Increase in prepaid expenses | (1,057) | (4,850) | |
Net cash flows used in operating activities | (138,132) | (88,337) | |
CASH FLOWS USED IN INVESTING ACTIVITIES: | |||
Additional of accumulation cost of biological assets | (6,866) | (7,173) | |
Net cash flows used in investing activities | (6,866) | (7,173) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Advance from directors | 12,148 | 27,157 | |
Net cash provided by financing activities | 12,148 | 27,157 | |
Effect of exchange rate changes in cash and cash equivalents | (60) | (490) | |
Net changes in cash and cash equivalents | (132,910) | (68,843) | |
Cash and cash equivalents, beginning of period | 261,930 | 448,684 | |
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD | 129,020 | 379,841 | |
SUPPLEMENTAL CASH FLOWS INFORMATION | |||
Income taxes paid | |||
Interest paid | |||
[1] | The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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 Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the balance sheet as of June 30, 2019 which has been derived from unaudited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 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 Form 10-K for the year ended December 31, 2018. |
Description of Business and Org
Description of Business and Organization | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Organization | 2. DESCRIPTION OF BUSINESS AND ORGANIZATION United Royale Holdings Corp., formerly known as Bosy Holdings Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on June 23, 2015. We intend to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. We also intend to provide services relating to the extraction of Agarwood from such trees through a process known as “inoculation.” On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation (“IVED”), entered into a Sale and Purchase Agreement, pursuant to which the Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED provides tree nurseries, including planting, cultivation and inoculation services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia. The acquisition is completed on September 30, 2018. Mr. CHEN Zheru is the common director and major shareholder of the Company and IVED. As a result of this common ownership and in accordance with the FASB Accounting Standards Codification Section 805 “Business Combination” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation. Below is the organization chart of the Group. Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the six months ended June 30, 2019, the Company incurred a net loss of $116,746 and used cash in operations of $138,132. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. 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. Restricted cash represents cash restricted by Hang Seng Bank as the bank account was forced to close on October 5, 2018, and this amount of cash was held by Hang Seng Bank. The reason for forced closure was a long period dormant without account activity. On February 25, 2019, our management went to Hang Seng Bank in person to withdraw the money and deposited in HSBC Hong Kong respectively. Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: Classification Useful Life Computer and Software 3 years Equipment 10 years The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred. Biological Assets Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood. Pursuant to ASC 905-360-25-2, biological Assets are planted and brought to production by the Company or on a contract basis. Saplings are usually purchased as nursery stock and transplanted into the farmland in the desired pattern. Cost of biological assets consists of accumulated planation development costs incurred from commencement of planting of seedlings up to maturity of the crop cultivated. Capitalization of planation development and other operating costs ceases upon commencement of commercial harvesting, which range from 7 to 9 years. Net proceeds from sales of products before commercial production begins shall be applied to the capitalized cost of the plants, trees, or vines. Biological Assets is measured using average cost, and is measured at the lower of cost and net realizable value. When evidence exists that the net realizable value of biological Assets is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. Impairment loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes. Pursuant to ASC 905-360-35-4, when production in commercial quantities begins, the accumulated costs shall be depreciated over the estimated useful life of the particular farmland. Foreign currencies 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 Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong. In addition, the Company’s subsidiaries maintain their books and records in their respective local currency, which consists of the Hong Kong Dollars (“HK$”) and Malaysian Ringgit (“MYR”), which is also the respective functional currency of the subsidiaries. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the six months ended 2019 2018 Period-end MYR : US$1 exchange rate 4.13 4.04 Period-average MYR : US$1 exchange rate 4.11 3.94 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 Revenue recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue From Contracts With Customers”, the Company recognizes revenue from sales of goods and services when the following five following steps are carried out: (1) Identify the contract; (2) Identify the performance obligations; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize revenue. For the six months ended June 30, 2019, the Company had no revenue recorded, as a result, there was no effect on revenue by adopting ASC 606 starting from January 1, 2018. Income taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. The Company 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 : Observable inputs such as quoted prices in active markets; ● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018 on a prospective basis. The new standard did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. We do not expect the new standard to have a material impact on our remaining consolidated financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | 4. PREPAID EXPENSES The prepaid expenses as of June 30, 2019 included OTCQB annual fee of $6,000, deposit of $1,852 in transfer agent, deposit of $6,410 in the consulting service provider and $726 in our farmland provider, while the prepaid expenses as of December 31, 2018 included OTCQB annual fee of $12,000, deposit of $1,205 in the transfer agent and deposit of $726 in our farmland provider. |
Plant and Equipment, Net
Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Plant and Equipment, Net | 5. PLANT AND EQUIPMENT, NET As of As of (Unaudited) Computer and Software $ 3,878 $ 3,878 Equipment 1,815 1,816 5,693 5,694 Less: Accumulated Depreciation (2,964 ) (2,226 ) Plant and equipment, net $ 2,729 $ 3,468 The Company acquired computers and a software at $3,731 and $147 respectively in 2017, and the accumulated depreciations as of June 30, 2019 and December 31, 2018 were $2,585 and $1,939 respectively. The Company acquired Engine Pump at MYR7,500 (approximately $1,852) in 2017. The accumulated depreciations as of June 30, 2019 and December 31, 2018 were $401 and $287 respectively. The depreciation expense for June 30, 2019 and 2018 were $738 and $742 respectively. |
Biological Assets
Biological Assets | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Biological Assets | 6. BIOLOGICAL ASSETS Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood. The Company acquired the agarwood sapling at MYR98,800 (approximately $24,395) in 2017. The accumulated planation development costs incurred from commencement of planting of seedlings up to June 30, 2019 and December 31, 2018 were $35,510 and $28,697 respectively. |
Amount Due to Director
Amount Due to Director | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Amount Due to Director | 7. AMOUNT DUE TO DIRECTOR As of June 30, 2019, and December 31, 2018, our directors has loaned to the Company $78,424 and $66,355 as working capital, respectively. This loan is unsecured, non-interest bearing and due on demand. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY As of June 30, 2019, and December 31, 2018, there were 141,965,520 and 141,965,520 shares of common stock issued and outstanding respectively. There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation. |
Use of Estimates | Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the six months ended June 30, 2019, the Company incurred a net loss of $116,746 and used cash in operations of $138,132. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Restricted cash represents cash restricted by Hang Seng Bank as the bank account was forced to close on October 5, 2018, and this amount of cash was held by Hang Seng Bank. The reason for forced closure was a long period dormant without account activity. On February 25, 2019, our management went to Hang Seng Bank in person to withdraw the money and deposited in HSBC Hong Kong respectively. Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails. |
Plant and Equipment | Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: Classification Useful Life Computer and Software 3 years Equipment 10 years The Company purchased 2 computers at the end of June 2017, and the computers has been subject to depreciation since the utilization in July 2017. Expenditures for maintenance and repairs will be expensed as incurred. |
Biological Assets | Biological Assets Biological Assets of the Company comprise of agarwood sapling and plantation cost of agarwood. Pursuant to ASC 905-360-25-2, biological Assets are planted and brought to production by the Company or on a contract basis. Saplings are usually purchased as nursery stock and transplanted into the farmland in the desired pattern. Cost of biological assets consists of accumulated planation development costs incurred from commencement of planting of seedlings up to maturity of the crop cultivated. Capitalization of planation development and other operating costs ceases upon commencement of commercial harvesting, which range from 7 to 9 years. Net proceeds from sales of products before commercial production begins shall be applied to the capitalized cost of the plants, trees, or vines. Biological Assets is measured using average cost, and is measured at the lower of cost and net realizable value. When evidence exists that the net realizable value of biological Assets is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. Impairment loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other causes. Pursuant to ASC 905-360-35-4, when production in commercial quantities begins, the accumulated costs shall be depreciated over the estimated useful life of the particular farmland. |
Foreign Currencies Translation | Foreign currencies 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 Dollars (“US$”) and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”), which is the respective functional currencies for the Company as the deposit is currently kept in HSBC Hong Kong. In addition, the Company’s subsidiaries maintain their books and records in their respective local currency, which consists of the Hong Kong Dollars (“HK$”) and Malaysian Ringgit (“MYR”), which is also the respective functional currency of the subsidiaries. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the six months ended 2019 2018 Period-end MYR : US$1 exchange rate 4.13 4.04 Period-average MYR : US$1 exchange rate 4.11 3.94 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 |
Revenue Recognition | Revenue recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue From Contracts With Customers”, the Company recognizes revenue from sales of goods and services when the following five following steps are carried out: (1) Identify the contract; (2) Identify the performance obligations; (3) Determine the transaction price; (4) Allocate the transaction price; (5) Recognize revenue. For the six months ended June 30, 2019, the Company had no revenue recorded, as a result, there was no effect on revenue by adopting ASC 606 starting from January 1, 2018. |
Income Taxes | Income taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, prepayments, amount due to a director and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. The Company 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 : Observable inputs such as quoted prices in active markets; ● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
Recent Accounting Pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. We finalized our analysis and the adoption of this guidance will not have a material impact on our consolidated financial statements and our internal controls over financial reporting. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, and do not expect the standard to have a material impact on our financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018 on a prospective basis. The new standard did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. We do not expect the new standard to have a material impact on our remaining consolidated financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Plant and Equipment | Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: Classification Useful Life Computer and Software 3 years Equipment 10 year |
Schedule of Foreign Currency Translation | Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the six months ended 2019 2018 Period-end MYR : US$1 exchange rate 4.13 4.04 Period-average MYR : US$1 exchange rate 4.11 3.94 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 |
Plant and Equipment, Net (Table
Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Plant and Equipment, Net | As of As of (Unaudited) Computer and Software $ 3,878 $ 3,878 Equipment 1,815 1,816 5,693 5,694 Less: Accumulated Depreciation (2,964 ) (2,226 ) Plant and equipment, net $ 2,729 $ 3,468 |
Description of Business and O_2
Description of Business and Organization (Details Narrative) | Sep. 30, 2018 |
Mr. Chen Zheru [Member] | |
Acquisition percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | [1] | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | [1] | Jun. 30, 2019HKD ($) | |
Net loss | $ (66,559) | $ (50,187) | $ (30,649) | $ (44,580) | $ (116,746) | $ (75,229) | |||
Net cash flows used in operating activities | $ (138,132) | $ (88,337) | |||||||
Tax benefit likelihood percentage, description | The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. | ||||||||
HSBC Hong Kong [Member] | |||||||||
Compensation balance, description | Our deposit is currently deposit in HSBC Hong Kong, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if HSBC Hong Kong fails. | ||||||||
Compensation balance, amount | $ 64,102 | $ 64,102 | |||||||
Maximum [Member] | |||||||||
Commercial harvesting term of biological assets | 9 years | ||||||||
Maximum [Member] | HKD Currency [Member] | |||||||||
Compensation balance, amount | $ 500,000 | ||||||||
Minimum [Member] | |||||||||
Commercial harvesting term of biological assets | 7 years | ||||||||
[1] | The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Plant and Equipment (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Computer and Software [Member] | |
Plant and equipment useful life | 3 years |
Equipment [Member] | |
Plant and equipment useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Foreign Currency Translation (Details) | Jun. 30, 2019 | Jun. 30, 2018 |
Period-End MYR [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.13 | 4.04 |
Period-Average MYR [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.11 | 3.94 |
Period-end / Average HK [Member] | ||
Foreign Currency Exchange Rate, Translation | 7.75 | 7.75 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Transfer Agent [Member] | ||
Deposit | $ 1,852 | $ 1,205 |
Consulting Service Provider [Member] | ||
Deposit | 6,410 | |
Farmland Provider [Member] | ||
Deposit | 726 | 726 |
OTCQB Annual Fee [Member] | ||
Prepaid expenses | $ 6,000 | $ 12,000 |
Plant and Equipment, Net (Detai
Plant and Equipment, Net (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | [1] | Dec. 31, 2017USD ($) | Dec. 31, 2017MYR (RM) | Dec. 31, 2018USD ($) | |
Accumulated depreciation | $ 2,964 | $ 2,226 | ||||
Depreciation expense | 738 | $ 742 | ||||
Computer Equipment [Member] | ||||||
Payments to acquire plant and equipment | $ 3,731 | |||||
Software [Member] | ||||||
Payments to acquire plant and equipment | 147 | |||||
Property, Plant and Equipment [Member] | ||||||
Accumulated depreciation | 2,585 | 1,939 | ||||
Engine Pump [Member] | ||||||
Payments to acquire plant and equipment | $ 1,852 | |||||
Accumulated depreciation | $ 401 | $ 287 | ||||
Engine Pump [Member] | MYR [Member] | ||||||
Payments to acquire plant and equipment | RM | RM 7,500 | |||||
[1] | The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2018. |
Plant and Equipment, Net - Sche
Plant and Equipment, Net - Schedule of Plant and Equipment, Net (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 5,693 | $ 5,694 |
Less: Accumulated Depreciation | (2,964) | (2,226) |
Plant and equipment, net | 2,729 | 3,468 |
Computer and Software [Member] | ||
Property and equipment, gross | 3,878 | 3,878 |
Equipment [Member] | ||
Property and equipment, gross | $ 1,815 | $ 1,816 |
Biological Assets (Details Narr
Biological Assets (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017MYR (RM) | |
Accumulated planation development costs | $ 35,510 | $ 28,697 | ||
Agarwood Sapling [Member] | ||||
Payment to acquire biological assets | $ 24,395 | |||
Agarwood Sapling [Member] | MYR [Member] | ||||
Payment to acquire biological assets | RM | RM 98,800 |
Amount Due to Director (Details
Amount Due to Director (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Due to Director | $ 78,424 | $ 66,355 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Common stock, shares issued | 141,965,520 | 141,965,520 |
Common stock, shares outstanding | 141,965,520 | 141,965,520 |
Stock Options [Member] | ||
Dilutive securities outstanding | ||
Warrants [Member] | ||
Dilutive securities outstanding | ||
Other Potentially Dilutive Securities [Member] | ||
Dilutive securities outstanding |