Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Anvia Holdings Corp | |
Entity Central Index Key | 1,681,282 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 19,285,425 | |
Trading Symbol | ANVV | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 23,090 | $ 468 |
Accounts receivable | 43,581 | 81,000 |
Due from related party | 84,204 | 9,269 |
Prepaid expenses and other current assets | 100,022 | 23,200 |
Total Current Assets | 250,897 | 113,937 |
Non Current Assets | ||
Computer software, computer net | 26,159 | 28,500 |
Total Assets | 277,056 | 142,437 |
Current Liabilities | ||
Accounts payable | 18,639 | |
Accounts payable - related party | 10,500 | |
Accrued liabilities | 61,627 | 30,033 |
Embedded conversion option liability | 397,072 | |
Convertible notes payable, net of debt discount of $146,150 at September 30, 2018 | 226,850 | |
Payable to related party | 3,000 | |
Payable to affiliate | 10,480 | 4,120 |
Total Current Liabilities | 696,029 | 66,292 |
Stockholders' Equity (Deficit) | ||
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 shares and none issued and outstanding at September 30, 2018 and December 31, 2017, respectively | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,285,425 and 19,003,367 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,929 | 1,901 |
Discount on common stock | (500) | (500) |
Additional paid in capital | 575,530 | 158,471 |
Common stock receivable | (408,087) | |
Accumulated other comprehensive loss | (5,615) | (277) |
Accumulated deficit | (582,230) | (83,449) |
Total Stockholders' (Deficit) Equity | (418,973) | 76,145 |
Total Liabilities and Stockholders' Equity | $ 277,056 | $ 142,437 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, debt discount | $ 146,150 | |
Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Series A Preferred stock, shares issued | 1,000 | |
Series A Preferred stock, shares outstanding | 1,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,285,425 | 19,003,367 |
Common stock, shares outstanding | 19,285,425 | 19,003,367 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 66,175 | $ 20,000 | $ 145,597 | $ 28,330 |
Cost of Revenue | 10,561 | 7,350 | 25,357 | 10,500 |
Gross Profit | 55,614 | 12,650 | 120,240 | 17,830 |
Operating Expenses | ||||
Consulting expenses | 20,270 | 62,997 | ||
Travel expenses | 6,072 | 24,974 | ||
Other general and administrative | 46,885 | 20,355 | 175,767 | 62,127 |
Total Operating Expenses | 73,227 | 20,355 | 263,738 | 62,127 |
Loss From Operations | (17,613) | (7,705) | (143,497) | (44,297) |
Other Income (Expenses) | ||||
Change in the fair value of embedded conversion Option Liability | (90,119) | (76,000) | ||
Impairment of goodwill | (62,277) | |||
Interest expense | (181,079) | (217,006) | ||
Total Other Income (Expense) | (271,198) | (355,283) | ||
Loss Before Income Tax | (288,811) | (7,705) | (498,780) | (44,297) |
Provision For Income Tax | ||||
Net Loss | (288,811) | (7,705) | (498,780) | (44,297) |
Other Comprehensive Income | ||||
Foreign currency translation gain (loss) | (7,702) | (5,338) | ||
Comprehensive Loss | $ (296,512) | $ (7,705) | $ (504,118) | $ (44,297) |
Basic and Diluted Net Loss Per Share | $ (0.02) | $ 0 | $ (0.03) | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted | 19,013,367 | 19,403,367 | 19,008,623 | 16,068,889 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (498,780) | $ (44,297) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Amortization of computer software | 4,500 | |
Depreciation of computer | 74 | |
Embedded conversion option liability discount | 264,089 | |
Commitment fee on promissory note | 40,000 | |
Amortization of licensing fees | 62,277 | |
Amortization of debt discount -OID | 16,833 | |
Issuance of common stock for services | 6,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 35,365 | (10,000) |
Prepaid Expense and other current assets | (1,859) | (20,000) |
Prepaid deposits for acquisitions | (76,896) | (30,428) |
Due from related party | (69,033) | |
Accounts payable | (18,639) | |
Accounts payable - related party | (10,500) | |
Accrued liabilities | 32,863 | (4,613) |
Net Cash Used in Operating Activities | (213,705) | (109,338) |
Cash Flows from Investing Activities | ||
Addition in intangible asset | (62,277) | |
Net cash paid for equipment | (2,233) | |
Net Cash Used in Investing Activities | (64,510) | |
Cash Flows from Financing Activities | ||
Cash received from related party | 255 | 10,346 |
Cash proceeds from note payable | 303,000 | |
Cash proceeds from stock subscriptions received in advance | 475 | |
Cash proceeds from sale of common stock | 98,541 | |
Net Cash Provided by Financing Activities | 303,255 | 109,362 |
Effect of exchange rate changes on cash | (3,990) | |
Net Increase in Cash and Cash Equivalents | 21,050 | 24 |
Cash and Cash Equivalents, Beginning of the Period | 468 | |
Cash and Cash Equivalents, End of the Period | 23,090 | 24 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Common stock subscriptions receivable | 60 | |
Common stock issued to founders for no consideration | 500 | |
Common stock issued for share exchange acquisition | 3,000 | |
Common stock issued for consuting services | 6,000 | |
Embedded conversion option liabilty | 397,072 | |
Common stock receivable | 408,087 | |
Redemption of common shares in connection with the change of control | $ 1,950 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Nature of Operations, Basis of Presentation and Going Concern | NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we”, and “ANVIA” shall mean Anvia Holdings Corporation, a Delaware corporation. Anvia Holdings Corporation (formerly Dove Street Acquisition Corporation) was incorporated on July 22, 2016 under the laws of the state of Delaware. The Company is engaged in the development and commercialization of web-based technology, the “Anvia Loyalty” and “Anvia Learning” mobile applications, and other intellectual property (collectively the “Anvia Technology”), as evidenced by the introduction of the Anvia Technology into the stream of commerce, and the Company’s commercial relationships with third parties. On January 10, 2017, the Company effected a change of control by cancelling an aggregate of 19,500,000 shares of common stock of existing shareholders, issuing 5,000,000 shares of common stock to its sole officer and director; electing new officer and director and accepting the resignations of its then existing officers and directors. In connection with the change of control, the sole shareholder of the Company and its board of directors unanimously approved the change of the Company’s name from Dove Street Acquisition Corporation to Anvia Holdings Corporation. On January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia) Pty Ltd. (“Anvia Australia”), an entity organized and incorporated under the laws of Australia. Pursuant to the terms of the Acquisition, the Company agreed to issue to the owner of Anvia Australia 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common stock, in exchange for all of the issued and outstanding stock of Anvia Australia to complete the share exchange and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse of Ms. Lindita Kasa, the sole shareholder of Anvia Australia, prior to the acquisition. The Company issued the shares to Ms. Lindita Kasa on May 10, 2018. Anvia Australia specializes in designing and implementing a complete eco-system for tradesmen in Australia by sourcing, training and placing employees for its clients for agreed compensation. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its wholly-owned subsidiary, Anvia Australia. On June 11, 2018, Anvia Australia completed its acquisition of all assets and liabilities of Global Institute of Vocational Education Pty Ltd. (“Global Institute”) for a cash consideration of $62,375 paid to its former shareholder, an unrelated-party to the Company. As a result, Global Institute became a wholly-owned subsidiary of Anvia Australia. Global Institute of Vocational Education Pty Ltd, located in Melbourne, Australia, is a Registered Training Organization under Australian Qualification Framework by Australian Skills Quality Authority. The current scope includes Diploma of Business, Safety Training. Global Institute is in the process of applying to add to qualification scope, all the relevant qualifications within construction sector. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at September 30, 2018, and the results of operations and cash flows for the three months and nine months ended September 30, 2018. The consolidated balance sheets as of December 31, 2017 are derived from the Company’s audited financial statements. Since the Company and Anvia Australia were under Mr. Ali Kasa’s common control prior to the Acquisition on January 2, 2018, the Acquisition is accounted for as a restructuring transaction in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company has recast prior period consolidated financial statements to reflect the conveyance of Anvia Australia to the Company as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements. The acquisition of Global Institute by Anvia Australia on June 21, 2018 was accounted for as an asset acquisition in accordance with GAAP (see Note 4). Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on April 17, 2018. Going Concern The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenue and has sustained operating losses since inception to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $498,780 for the nine months ended September 30, 2018, had a working capital deficit of $445,132, and an accumulated deficit of $582,230 as of September 30, 2018 and $83,449 as of December 31, 2017. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Anvia Australia and Global Institute of Vocational Education. The consolidated balance sheets at September 30, 2018 include the balance sheets of the Company, Anvia Australia and Global Institute of Vocational Education as of September 30, 2018. The consolidated statements of operations and statements of cash flows for the three months ended September 30, 2018 include the operations of the Company, Anvia Australia and for Global Institute of Vocational Education. The consolidated statements of operations and cash flows for the nine months ended September 30, 2018 include the operations of the Company, Anvia Australia and for Global Institute, from June 11, 2018 (Acquisition Date) to September 30, 2018. All intercompany transactions and balances are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivable, accounts payable, accrued liabilities, payable to related party, valuation of beneficial conversion features in convertible debt, valuation of derivatives, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had cash balances of $23,090 and $468 as of September 30, 2018 and December 31, 2017, respectively. Accounts Receivable Accounts receivable represent income earned from vocational training, education programs and consultation services related with the assets provided for its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The Company has recorded accounts receivable of $ 43,581 and $81,000 as of September 30, 2018 and December 31, 2017, respectively. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and prepaid expenses. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at September 30, 2018 and December 31, 2017, respectively. Revenue Recognition The Company provides vocational training, consulting services for assets and education for construction tradesman that need qualifications for roofing, plumbing, home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the vocational training courses. The Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the completion of the training course. Foreign Currency Translation The Company uses the United States dollar (“USD”) for financial reporting purposes. The Company maintains the books and records in its functional currency, being the primary currency of the economic environment in which its operations are conducted. For reporting purpose, the Company translates the assets and liabilities to U.S. dollars using the applicable exchange rates prevailing at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods. Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part of accumulated other comprehensive income. The functional currency of the Company’s subsidiary in Australia is Australian Dollars (“AUD”). The exchange rates used to translate amounts in AUD into USD for the purposes of preparing the financial statements were as follows: September 30, 2018 Balance sheet AUD 1.00 to USD 0.72 Statement of operations and comprehensive loss AUD 1.00 to USD 0.76 December 31, 2017 Balance sheet AUD 1.00 to USD 0.78 Statement of operations and comprehensive loss AUD 1.00 to USD 0.77 September 30, 2017 Balance Sheet AUD 1.00 to USD 0.78 Statement of operations and comprehensive loss AUD 1.00 to USD 0.77 Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “ Fair Value Measurements and Disclosures” Financial Instruments” Derivative Financial Instruments ASC Topic 815, “ Derivatives and Hedging The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. Reclassifications Certain classifications have been made to the prior year consolidated financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
Prepaid Deposits for Acquisitio
Prepaid Deposits for Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Deposits For Acquisitions | |
Prepaid Deposits for Acquisitions | NOTE 3 – PREPAID DEPOSITS FOR ACQUISITIONS The Company had prepaid deposits of $100,022 and $23,200 at September 30, 2018 and at December 31, 2017, respectively. Prepaid deposits at September 30, 2018 consisted of $100,000 prepayment towards acquisition of an entity named All Crescent Sdn Bhd located in Malaysia and $22 prepaid expenses. Prepaid deposits at December 31, 2017 consisted of (i) 20,000 prepaid to a third party towards acquisition of an entity named All Crescent Sdn Bhd located in Malaysia, and (ii) $3,200 prepayment towards acquisition of Global Institute of Vocational Education. |
Acquisition of Global Institute
Acquisition of Global Institute of Vocational Education | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Global Institute of Vocational Education | NOTE 4 – ACQUISITION OF GLOBAL INSTITUTE OF VOCATIONAL EDUCATION On June 11, 2018, Anvia Australia, a wholly-owned subsidiary of the Company, completed its acquisition of all of the assets and liabilities of Global Institute of Vocational Education Pty Ltd from its former shareholder, an unrelated-party to the Company, for a cash purchase price of $62,375 (AUD 81,900 Australian Dollars). The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The Company concluded there were not a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as an asset acquisition. Global Institute of Vocational Education Pty Ltd, located in Melbourne, Australia, is a Registered Training Organization (RTO) under Australian Qualification Framework (AQF) by Australian Skills Quality Authority (ASQA). Global Institute’s current scope includes Diploma of Business and Safety Training and is in the process of applying to add to qualification scope, all relevant qualifications within construction sector. Acquisition Balance Sheet - June 11, 2018 Assets acquired and liabilities assumed: Cash $ 1,571 Other assets 740 Intangible asset – Licensing fees 62,277 Total Assets Acquired $ 64,588 Liabilities assumed: Payable to officer $ 682 Advanced from Customer $ 1,531 Total Liabilities Assume $ 2,213 Net Assets Acquired 62,375 Total Consideration Paid $ 62,375 For the three months and nine months ended September 30, 2018, the Company impaired the Intangible asset - Licensing fees at September 30, 2018 and recorded the impairment expense of $62,277 in the accompanying condensed consolidated financial statements. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 5 – ACCRUED LIABILITIES Accrued liabilities were comprised of the following: September 30, 2018 December 31, 2017 Professional fees $ 26,027 $ 23,230 Consulting fees 14,050 6,804 Other accrued expenses 21,550 - Total $ 61,627 $ 30,033 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS The related parties of the Company with whom transactions are reported in these financial statements are as follows: Name of entity of individual Relationship with the Company and its subsidiary Ali Kasa Director and CEO of the Company Egnitus Australia Pty Ltd Entity controlled by Mr. Ali Kasa Lindita Kasa Spouse of Ali Kasa and former sole shareholder of Anvia (Australia) Pty Ltd Egnitus Australia Pty Ltd Entity controlled by Mr. Ali Kasa Egnitus Holdings Pty Ltd Entity controlled by Mr. Ali Kasa Egnitus INC. Entity controlled by Mr. Ali Kasa Transactions Accounts Payable September 30, 2018 December 31, 2017 Egnitus Holdings Pty Ltd $ - $ 10,500 Accounts payable was for the cost of training and consulting services provided to the Company’s customers. Payable to Related Party September 30, 2018 December 31, 2017 Lindita Kasa $ - $ 3,000 Payable to Mrs. Lindita Kasa was for the cost of purchase of Anvia (Australia) Pty Ltd. Payable to Affiliate September 30, 2018 December 31, 2017 Egnitus Holdings Pty Ltd. $ 10,479 $ 4,120 Payable to affiliate was for the Company’s working capital needs. Funds advanced to the Company are non-interest bearing, unsecured and due on demand. Due from Affiliate September 30, 2018 December 31, 2017 Egnitus INC. $ 71,420 $ - September 30, 2018 December 31, 2017 Ali Kasa $ 12,784 $ 6,807 September 30, 2018 December 31, 2017 Egnitus Australia Pty Ltd $ - $ 2,462 The amounts due from related parties are non-interest bearing, unsecured and due on demand. |
Convertible Promissory Note
Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Note | NOTE 7 – CONVERTIBLE PROMISSORY NOTE On June 21, 2018, the Company executed a $333,000 Convertible Promissory Note (the “Note”) with Labrys Fund, an unrelated-party (the “Lender”), bearing an interest rate of 12%, unsecured, and due on December 21, 2018 (the “Maturity Date”). The total consideration received against the Note was $303,000, with the Note bearing $30,000 Original Issue Discount (the “OID”) and $3,000 for legal expenses. Any interest payable is in addition to the OID, and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by the Company. The Maturity Date is the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, shall be due and payable. The Note may be prepaid at any time before December 21, 2018 without any prepayment penalties. Any amount of principal or interest on this Note which is not paid when due, shall bear interest at the rate of the lesser of (i) twenty-four percent (24%) per annum or (ii) the maximum amount allowed by law from the due date thereof until the same is paid (the “Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The Lender has the right in its sole and absolute discretion, from time to time, and at any time on or following the 180 th In connection with the issuance of the Note, the Company recorded a debt discount related to the OID in the amount of $30,000 which will be amortized to interest expense over the term of the loan. In accordance with ASC 815, the conversion feature meets the definition of a derivative and therefore requires bifurcation and is accounted for as a derivative liability. The Company recognized a debt discount related to the bifurcated embedded conversion option derivative liability in the amount of $321,073 using the Black-Scholes pricing model, which will be amortized to interest expense over the term of the Note, using effective interest method. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $1.50 at issuance date, a risk-free interest rate of 2.12%, expected volatility of the Company’s stock of 38.48%. For the three months and nine months ended September 30, 2018, the Company has recognized respectively interest expense of $15,333 and $16,833 related to the amortization of the OID, interest expense of $10,072 and $11,057 on the Note and the amortization of the beneficial conversion feature discount as it related to this Note of $154,867 and $188,090. Under the provisions of ASC 815-40, convertible instruments issued by the Company qualify for derivative treatment due to the variable conversion formula. The embedded conversion features of the Note are bifurcated and recorded as a liability which is revalued at fair value each reporting date. If the fair value of the embedded conversion feature exceeds the face value of the related debt, net of other discounts, the excess is recorded as a change in fair value on the issuance date. Embedded conversion features are valued at their fair value, rather than by the intrinsic value method. The Company calculated the estimated fair values of the liabilities for embedded conversion feature at June 30, 2018 and September 30, 2018 with the Black-Scholes option pricing model using the closing price of the Company’s common stock at each respective date and the ranges for volatility, expected term and risk-free interest indicated above. As a result, the Company recorded a change in the fair value of the liabilities for embedded conversion option derivative instruments for the three months and nine months ended September 30, 2018 of $90,119 and $76,000, respectively, which was included in other expenses. Additionally, in connection with the Note, the Company also issued 272,058 shares of common stock of the Company to the holder as a security deposit, provided however, the shares must be returned to the Company’s treasury if the Note is fully repaid and satisfied prior to the Maturity Date. The refundable shares fair value was calculated as $408,087 being the fair value of common stock on the date of issuance (Note 9) and recorded as restricted stock receivable in the accompanying consolidated financial statements at September 30, 2018. On June 5, 2018, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments, LLC (the “GHS”) pursuant to which GHS has agreed to purchase up to $10,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. The purchase price of the shares of Company common stock will be equal to 80% of the market price (as determined in the Equity Financing Agreement) calculated at the time of purchase. In connection with the Equity Financing Agreement, the Company executed a convertible promissory note in the principal amount of $40,000 (the “GHS Note”) as payment of the commitment fee for the Equity Financing Agreement. The GHS Note bears interest at the rate of 8% and must be repaid on or before March 5, 2019. For the three months and nine months ended September 30, 2018, the Company has accrued and recorded an interest expense of $807 and $1,026, respectively, on the GHS Note. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY The Company’s capitalization at September 30, 2018 was 100,000,000 authorized common shares with a par value of $0.0001 per share, and 20,000,000 authorized preferred shares with a par value of $0.0001 per share. Common Stock On January 2, 2018, the Company entered into a stock-for-stock acquisition agreement with Anvia Australia, an entity organized under the laws of Australia. Pursuant to the terms of the Acquisition, the Company issued to the owner of Anvia Australia 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common stock, in exchange for all of the issued and outstanding stock of Anvia Australia to complete the share exchange and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse of Mrs. Lindita Kasa, the sole shareholder of Anvia Australia prior to the acquisition. The Company issued the shares to Ms. Lindita Kasa on May 10, 2018. The Company has recast prior period financial statements to reflect the conveyance of Anvia Australia to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements. On May 10, 2018, the Company issued to Mr. Nikolin Kasa, brother of Mr. Ali Kasa, 5,000 shares of its common stock valued at its fair market value of $6,000 for providing consulting and business advisory services. On June 21, 2018, the Company issued 272,058 shares of common stock as a commitment fee in fully refundable shares, provided however, the Company satisfies its obligations on the Labrys Note on or before December 21, 2018. The shares are to be returned to the treasury of the Company in the event the Labrys Note is fully repaid on or prior to December 21, 2018. The refundable shares fair value was calculated at $408,087 at the fair market value of common stock on the date of issuance (Note 7). As a result of all common stock issuances, the total issued and outstanding shares of common stock at September 30, 2018 and December 31, 2017 were 19,285,425 and 19,003,367, respectively. Preferred stock Series A Preferred Stock The Company’s directors and officers have a beneficial ownership of the entire class of the Company’s Series A Preferred Stock, which voting together as a class, have the right to vote 51% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, our Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever; provided, however, he Series A Preferred Stock and the rights associated therewith, could act to prevent or delay a change in control. In February 2017, the Company issued 600 shares of Series A preferred stock to its President for total proceeds of $0.06, and 400 shares of Series A preferred shares to an officer and director for total proceeds of $0.04. At September 30, 2018 and December 31, 2017, the Company has 1,000 shares of Series A preferred stock issued and outstanding, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent events through November 9, 2018, the date the financial statements were available to be issued noting the following transactions that would impact the accounting for events or transactions in the current period or require additional disclosures. On October 12, 2018 Anvia Holdings Corporation (the “Company”) entered into a term sheet to acquire all of the issued and outstanding common shares from the shareholders of Xamerg Pty Ltd., an Australian vocational education institution operating under the name Eagle Academy (the “Eagle Academy”). On October 11, 2018, the Company paid a deposit of $46,228 (AUD 65,000) to the principal owner of Xamerg Pty Ltd. which is 5% of total purchase price for this company. |
Comparative Figures
Comparative Figures | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Comparative Figures | NOTE 11 – COMPARATIVE FIGURES The comparative figure on the fiscal year ended 31 December 2017 had been reclassified to conform with current financial statement presentation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Anvia Australia and Global Institute of Vocational Education. The consolidated balance sheets at September 30, 2018 include the balance sheets of the Company, Anvia Australia and Global Institute of Vocational Education as of September 30, 2018. The consolidated statements of operations and statements of cash flows for the three months ended September 30, 2018 include the operations of the Company, Anvia Australia and for Global Institute of Vocational Education. The consolidated statements of operations and cash flows for the nine months ended September 30, 2018 include the operations of the Company, Anvia Australia and for Global Institute, from June 11, 2018 (Acquisition Date) to September 30, 2018. All intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivable, accounts payable, accrued liabilities, payable to related party, valuation of beneficial conversion features in convertible debt, valuation of derivatives, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had cash balances of $23,090 and $468 as of September 30, 2018 and December 31, 2017, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable represent income earned from vocational training, education programs and consultation services related with the assets provided for its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The Company has recorded accounts receivable of $ 43,581 and $81,000 as of September 30, 2018 and December 31, 2017, respectively. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and prepaid expenses. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at September 30, 2018 and December 31, 2017, respectively. |
Revenue Recognition | Revenue Recognition The Company provides vocational training, consulting services for assets and education for construction tradesman that need qualifications for roofing, plumbing, home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the vocational training courses. The Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the completion of the training course. |
Foreign Currency Translation | Foreign Currency Translation The Company uses the United States dollar (“USD”) for financial reporting purposes. The Company maintains the books and records in its functional currency, being the primary currency of the economic environment in which its operations are conducted. For reporting purpose, the Company translates the assets and liabilities to U.S. dollars using the applicable exchange rates prevailing at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods. Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part of accumulated other comprehensive income. The functional currency of the Company’s subsidiary in Australia is Australian Dollars (“AUD”). The exchange rates used to translate amounts in AUD into USD for the purposes of preparing the financial statements were as follows: September 30, 2018 Balance sheet AUD 1.00 to USD 0.72 Statement of operations and comprehensive loss AUD 1.00 to USD 0.76 December 31, 2017 Balance sheet AUD 1.00 to USD 0.78 Statement of operations and comprehensive loss AUD 1.00 to USD 0.77 September 30, 2017 Balance Sheet AUD 1.00 to USD 0.78 Statement of operations and comprehensive loss AUD 1.00 to USD 0.77 |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “ Fair Value Measurements and Disclosures” Financial Instruments” |
Derivative Financial Instruments | Derivative Financial Instruments ASC Topic 815, “ Derivatives and Hedging The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. |
Reclassifications | Reclassifications Certain classifications have been made to the prior year consolidated financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Foreign Currencies Translation Rate | The exchange rates used to translate amounts in AUD into USD for the purposes of preparing the financial statements were as follows: September 30, 2018 Balance sheet AUD 1.00 to USD 0.72 Statement of operations and comprehensive loss AUD 1.00 to USD 0.76 December 31, 2017 Balance sheet AUD 1.00 to USD 0.78 Statement of operations and comprehensive loss AUD 1.00 to USD 0.77 September 30, 2017 Balance Sheet AUD 1.00 to USD 0.78 Statement of operations and comprehensive loss AUD 1.00 to USD 0.77 |
Acquisition of Global Institu_2
Acquisition of Global Institute of Vocational Education (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Acquisition Balance Sheet - June 11, 2018 Assets acquired and liabilities assumed: Cash $ 1,571 Other assets 740 Intangible asset – Licensing fees 62,277 Total Assets Acquired $ 64,588 Liabilities assumed: Payable to officer $ 682 Advanced from Customer $ 1,531 Total Liabilities Assume $ 2,213 Net Assets Acquired 62,375 Total Consideration Paid $ 62,375 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities were comprised of the following: September 30, 2018 December 31, 2017 Professional fees $ 26,027 $ 23,230 Consulting fees 14,050 6,804 Other accrued expenses 21,550 - Total $ 61,627 $ 30,033 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The related parties of the Company with whom transactions are reported in these financial statements are as follows: Name of entity of individual Relationship with the Company and its subsidiary Ali Kasa Director and CEO of the Company Egnitus Australia Pty Ltd Entity controlled by Mr. Ali Kasa Lindita Kasa Spouse of Ali Kasa and former sole shareholder of Anvia (Australia) Pty Ltd Egnitus Australia Pty Ltd Entity controlled by Mr. Ali Kasa Egnitus Holdings Pty Ltd Entity controlled by Mr. Ali Kasa Egnitus INC. Entity controlled by Mr. Ali Kasa Transactions Accounts Payable September 30, 2018 December 31, 2017 Egnitus Holdings Pty Ltd $ - $ 10,500 Payable to Related Party September 30, 2018 December 31, 2017 Lindita Kasa $ - $ 3,000 Payable to Affiliate September 30, 2018 December 31, 2017 Egnitus Holdings Pty Ltd. $ 10,479 $ 4,120 Due from Affiliate September 30, 2018 December 31, 2017 Egnitus INC. $ 71,420 $ - September 30, 2018 December 31, 2017 Ali Kasa $ 12,784 $ 6,807 September 30, 2018 December 31, 2017 Egnitus Australia Pty Ltd $ - $ 2,462 |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Going Concern (Details Narrative) - USD ($) | Jun. 11, 2018 | Jan. 02, 2018 | Jan. 10, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Stock issued during period for acquisition, shares | 5,000 | |||||||
Acquisition price per share | $ 0.60 | |||||||
Net loss | $ 288,811 | $ 7,705 | $ 498,780 | $ 44,297 | ||||
Working capital deficit | 445,132 | 445,132 | ||||||
Accumulated deficit | $ 582,230 | $ 582,230 | $ 83,449 | |||||
Global Institute of Vocational Education Pty Ltd [Member] | ||||||||
Cash consideration paid to unrelated party | $ 62,375 | |||||||
Officer and Director [Member] | ||||||||
Number of common shares cancelled | 19,500,000 | |||||||
Number of common stock issued | 5,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash equivalents | $ 23,090 | $ 468 | $ 24 | |
Accounts receivable | $ 43,581 | $ 81,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Foreign Currencies Translation Rate (Details) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Statement of Operations and Comprehensive Loss [Member] | |||
Foreign currency translation amounts in AUD into USD | 0.76 | 0.77 | 0.77 |
Balance Sheet [Member] | |||
Foreign currency translation amounts in AUD into USD | 0.72 | 0.78 | 0.78 |
Prepaid Deposits for Acquisit_2
Prepaid Deposits for Acquisitions (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid deposits for acquisitions | $ 100,022 | $ 23,200 |
Crescent Acquisition [Member] | ||
Consideration for prepaid deposits for acquisitions | 100,000 | 20,000 |
Prepaid expenses | $ 22 | |
Global Institute of Vocational Education [Member] | ||
Consideration for prepaid deposits for acquisitions | $ 3,200 |
Acquisition of Global Institu_3
Acquisition of Global Institute (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Jun. 11, 2018 | |
Cash purchase price | $ 62,375 | |
Goodwill impairment loss | $ 62,277 | |
AUD [Member] | ||
Cash purchase price | $ 81,900 |
Acquisition of Global Institu_4
Acquisition of Global Institute - Schedule of Assets Acquired and Liabilities Assumed (Details) | Jun. 11, 2018USD ($) |
Business Combinations [Abstract] | |
Cash | $ 1,571 |
Other assets | 740 |
Intangible asset - Licensing fees | 62,277 |
Total Assets Acquired | 64,588 |
Payable to officer | 682 |
Advanced from Customer | 1,531 |
Total Liabilities Assumed | 2,213 |
Net Assets Acquired | 62,375 |
Total Consideration Paid | $ 62,375 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 26,027 | $ 23,230 |
Consulting fees | 14,050 | 6,804 |
Other accrued expenses | 21,550 | |
Total | $ 61,627 | $ 30,033 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounts Payable | $ 10,500 | |
Payable to Related Party | 3,000 | |
Payable to Affiliate | $ 10,480 | 4,120 |
Ali Kasa [Member] | ||
Relationship with the company and its subsidiary | Director and CEO of the Company | |
Due from Affiliate | $ 12,784 | 6,807 |
Egnitus Australia Pty Ltd [Member] | ||
Relationship with the company and its subsidiary | Entity controlled by Mr. Ali Kasa | |
Due from Affiliate | 2,462 | |
Lindita Kasa [Member] | ||
Relationship with the company and its subsidiary | Spouse of Ali Kasa and former sole shareholder of Anvia (Australia) Pty Ltd | |
Payable to Related Party | 3,000 | |
Egnitus Australia Pty Ltd [Member] | ||
Relationship with the company and its subsidiary | Entity controlled by Mr. Ali Kasa | |
Egnitus Holdings Pty Ltd [Member] | ||
Relationship with the company and its subsidiary | Entity controlled by Mr. Ali Kasa | |
Accounts Payable | 10,500 | |
Payable to Affiliate | $ 10,479 | 4,120 |
Egnitus INC. [Member] | ||
Relationship with the company and its subsidiary | Entity controlled by Mr. Ali Kasa | |
Due from Affiliate | $ 71,420 |
Convertible Promissory Note (De
Convertible Promissory Note (Details Narrative) - USD ($) | Jun. 21, 2018 | Jun. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt discount | $ 16,833 | ||||||
Embedded conversion option derivative liability | $ 397,072 | 397,072 | |||||
Amortization of original issue discount | 15,333 | 16,833 | |||||
Interest expenses | 181,079 | 217,006 | |||||
Amortization of beneficial conversion feature | 154,867 | 188,090 | |||||
Change in the fair value of embedded conversion Option Liability | 90,119 | 76,000 | |||||
Purchase of common stock shares | $ 98,541 | ||||||
GHS Investments, LLC [Member] | |||||||
Number of common stock shares issued to commitment fee | 272,058 | ||||||
Fair value of common stock | $ 408,087 | ||||||
Equity Financing Agreement and Registration Rights Agreement [Member] | GHS Investments, LLC [Member] | |||||||
Debt principal amount | $ 40,000 | ||||||
Debt interest rate | 8.00% | ||||||
Debt maturity date | Mar. 5, 2019 | ||||||
Interest expenses | $ 807 | $ 1,026 | |||||
Market price percentage | 80.00% | ||||||
Equity Financing Agreement and Registration Rights Agreement [Member] | GHS Investments, LLC [Member] | Maximum [Member] | |||||||
Purchase of common stock shares | $ 10,000,000 | ||||||
Convertible Promissory Note [Member] | |||||||
Debt interest rate | 24.00% | ||||||
Number of common stock shares converted | 644,302 | ||||||
Debt conversion price per share | $ 1.50 | $ 1.50 | |||||
Interest expenses | $ 11,057 | ||||||
Convertible Promissory Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair value measurement, percentage | 2.12% | 2.12% | |||||
Convertible Promissory Note [Member] | Measurement Input, Price Volatility [Member] | |||||||
Fair value measurement, percentage | 38.48% | 38.48% | |||||
Convertible Promissory Note [Member] | Labrys Fund [Member] | |||||||
Debt principal amount | $ 333,000 | ||||||
Debt interest rate | 12.00% | ||||||
Debt maturity date | Dec. 21, 2018 | ||||||
Proceeds from convertible debt | $ 303,000 | ||||||
Original issue discount | 30,000 | ||||||
Legal expenses | $ 3,000 | ||||||
Conversion price description | The Conversion Price is the lesser of 60% of the lowest trade price for the last 25 days prior to the issuance of the Note or 60% of the lowest market price over the 25 days prior to conversion. | ||||||
Debt discount | $ 30,000 | ||||||
Embedded conversion option derivative liability | $ 321,073 | ||||||
Number of common stock shares issued to commitment fee | 272,058 | ||||||
Fair value of common stock | $ 408,087 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 21, 2018 | May 10, 2018 | Jan. 02, 2018 | Jan. 10, 2017 | Feb. 28, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Stock issued during period for acquisition, shares | 5,000 | |||||||
Acquisition price per share | $ 0.60 | |||||||
Number of common stock shares issued for services, value | $ 6,000 | |||||||
Common stock, shares issued | 19,285,425 | 19,003,367 | ||||||
Common stock, shares outstanding | 19,285,425 | 19,003,367 | ||||||
Series A Preferred stock, shares issued | 1,000 | |||||||
Series A Preferred stock outstanding | 1,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock voting rights description | The Company's directors and officers have a beneficial ownership of the entire class of the Company's Series A Preferred Stock, which voting together as a class, have the right to vote 51% of the Company's voting shares on any and all shareholder matters (the "Majority Voting Rights"). Additionally, the Company shall not adopt any amendments to the Company's Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. | |||||||
GHS Investments, LLC [Member] | ||||||||
Number of common stock shares issued | 272,058 | |||||||
Fair value of common stock | $ 408,087 | |||||||
Mr. Nikolin Kasa [Member] | ||||||||
Number of common stock shares issued for services | 5,000 | |||||||
Number of common stock shares issued for services, value | $ 6,000 | |||||||
President [Member] | Series A Preferred Stock [Member] | ||||||||
Number of common stock shares issued | 600 | |||||||
Shares issued price per share | $ 0.06 | |||||||
Officer and Director [Member] | ||||||||
Number of common stock shares issued | 5,000,000 | |||||||
Officer and Director [Member] | Series A Preferred Stock [Member] | ||||||||
Number of common stock shares issued | 400 | |||||||
Shares issued price per share | $ 0.04 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Oct. 11, 2018USD ($) |
Additional deposit | $ 46,228 |
Purchase price, percentage | 5.00% |
AUD [Member] | |
Additional deposit | $ 65,000 |