Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019shares | |
Document And Entity Information | |
Entity Registrant Name | Anvia Holdings Corp |
Entity Central Index Key | 0001681282 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity's Reporting Status Current | Yes |
Entity Interactive Data Current | Yes |
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 | 43,197,738 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and bank balances | $ 714,366 | $ 248,253 |
Accounts receivables | 516,992 | 547,846 |
Other receivables, deposits and prepaid expenses | 606,754 | 1,399,023 |
Total Current Assets | 1,838,112 | 2,195,122 |
Non-current assets: | ||
Plant and equipment, net | 797,990 | 485,050 |
Intangible assets | 351 | 7,526 |
Other investments | 907,800 | 160,354 |
Goodwill | 11,500,271 | 3,199,274 |
Total non-current asset | 13,206,412 | 3,852,204 |
TOTAL ASSETS | 15,044,524 | 6,047,326 |
Current Liabilities: | ||
Accounts payables | 1,286,124 | 325,971 |
Other payables and accrued liabilities | 1,170,951 | 3,310,262 |
Advances from related companies | 1,331,607 | |
Amount owing to former shareholders of newly acquired subsidiaries | 1,851,300 | |
Loan and borrowings | 1,541,419 | |
Embedded conversion option liability | 3,397,260 | 2,412,285 |
Convertible notes payable, net of debt discount | 1,506,667 | 221,222 |
Amount owing to directors | 666,118 | 785,797 |
Income tax payable | 558,326 | 5,448 |
Total Current Liabilities | 13,309,772 | 7,060,985 |
Commitments and Contingencies (Note 6) | ||
STOCKHOLDERS' EQUITY | ||
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 shares and none issued and outstanding at September 30, 2019 and December 31, 2018, respectively | ||
Common stock, $0.0001 par value,100,000,000 shares authorized; 43,197,738 and 41,004,994 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 4,320 | 4,101 |
Discount on common stock | (500) | (500) |
Additional paid in capital | 8,059,240 | 1,956,402 |
Stock subscriptions received in advance | ||
Accumulated losses | (6,230,387) | (2,848,437) |
Other comprehensive expense | (61,598) | (127,020) |
Total equity attributable to owners of the Company | 1,771,075 | (1,015,454) |
Non-controlling interests | (36,323) | 1,795 |
Total stockholders' equity | 1,734,752 | (1,013,659) |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ 15,044,524 | $ 6,047,326 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
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 | 43,197,738 | 41,004,994 |
Common stock, shares outstanding | 43,197,738 | 41,004,994 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 5,806,020 | $ 66,175 | $ 10,332,265 | $ 145,597 |
Cost of Goods Sold | (3,730,685) | (10,561) | (5,110,264) | (25,357) |
Gross Profit | 2,075,335 | 55,614 | 5,222,001 | 120,240 |
Operating Expenses / Income: | ||||
General and Administrative | (2,570,619) | (73,227) | (7,631,433) | (263,738) |
Other Expenses | (21,401) | (62,276) | ||
Other Income | 434,443 | |||
Change in fair value of embedded conversion option | 4,005,908 | (90,119) | 7,065,828 | (76,000) |
Total Operating Income / Expenses | 1,413,888 | (163,346) | (131,162) | (402,014) |
Profit / Loss from Operations | 3,489,223 | (107,732) | 5,090,839 | (281,774) |
Finance Costs | (1,306,743) | (181,079) | (8,472,787) | (217,006) |
Profit / Loss Before Provision For Income Tax | 2,182,480 | (288,811) | (3,381,948) | (498,780) |
Provision for Income Tax | ||||
Net Loss | 2,182,480 | (288,811) | (3,381,948) | (498,780) |
Net profit attributable to non-controlling interests | ||||
Net loss attributable to the Company | 2,182,480 | (288,811) | (3,381,948) | (498,780) |
Other comprehensive expense: | ||||
Foreign currency translation gain (loss) | 49,948 | (7,702) | 64,630 | (5,338) |
Comprehensive income / loss | 2,232,428 | (296,512) | (3,317,318) | (504,118) |
Other comprehensive income attributable to non-controlling interests | (1,271) | 791 | ||
Total Comprehensive loss attributable to the Company | $ 2,231,157 | $ (296,512) | $ (3,316,527) | $ (504,118) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,381,948) | $ (498,780) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of intangible assets | 7,175 | 4,500 |
Depreciation of property and equipment | 277,325 | 75 |
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 | |
Goodwill adjustments | ||
Changes in operating assets and liabilities | ||
Accounts receivable | 1,987,687 | 35,365 |
Prepaid Expense and other current assets | (1,859) | |
Prepaid deposits for acquisitions | (76,896) | |
Due from related party | (69,033) | |
Accounts payable | 1,688,402 | (18,639) |
Accounts payable - related party | (10,500) | |
Accrued liabilities | 32,863 | |
Net Cash Provided by/(Used in) Operating Activities | 578,640 | (213,705) |
Cash Flows from Investing Activities | ||
Acquisition of subsidiaries, net of cash and cash equivalents | (7,802,161) | |
Acquisition of other investments | (747,447) | |
Acquisition of plant and equipment | 183,283 | (2,233) |
Net cash paid for acquisition and intangible asset, net of cash acquired | (62,277) | |
Net Cash Used In Investing Activities | (8,366,325) | (64,510) |
Cash Flows from Financing Activities | ||
Cash proceeds from issuance of share capital | 6,103,058 | |
Cash proceeds from issuance of - Embedded conversion option liability | 984,975 | |
Cash proceeds from issuance of - Convertible notes payable, net of debt discount | 1,285,445 | 303,000 |
Cash proceeds advanced from related party | 255 | |
Advances from Directors | (119,679) | |
Net Cash Provided by Financing Activities | 8,253,798 | 303,255 |
Effect of exchange rate changes on cash | (3,990) | |
Net Increase in Cash and Cash Equivalents | 466,113 | 21,050 |
Cash and Cash Equivalents, Beginning of the Period | 248,253 | 2,040 |
Cash and Cash Equivalents, End of the Period | $ 714,366 | $ 23,090 |
Organization and Business Backg
Organization and Business Background | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND 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. The principal office address is located at 100 Challenger Road, Suite 830, Ridgefield Park, NJ 07660. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). 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 ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $3,370,046 for the period ended September 30, 2019, incurred a net current liability of $11,629,256 and an accumulated loss of $6,218,484 as of September 30, 2019. 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. 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 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. Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis to write off the cost over the following expected useful lives of the assets concerned. The principal annual rates used are as follows: Categories Principal Annual Rates Computer and software 20% Furniture and fittings 20% Renovation 20% Motor vehicles 20% Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use. Intangible assets Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks, which are amortized on a straight-line basis over a useful life of five years. The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There was no impairment losses recorded on intangible assets for the year ended September 30, 2019. Deferred income Deferred income refers to fees received in advance for services which have not yet been performed. Deferred income is classified on the consolidated balance sheet as current liability. 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. Comprehensive income ASC Topic 220, “ Comprehensive Income Income tax expense Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. 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 functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”) and Australian Dollars (“AUD”), which is functional currency as being the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement” Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years: 30 September, 2019 31 December, 2018 Year-end US$1 : MYR exchange rate 4.1880 4.1300 Yearly average US$1 : MYR exchange rate 4.1342 4.0307 Year-end AUD : US$1 exchange rate 0.6746 0.7046 Yearly average AUD : US$1 exchange rate 0.6990 0.7482 Year-end US$1 : Philippine Pesos exchange rate 51.8339 52.5000 Yearly average US$1 : Philippine Pesos exchange rate 52.0337 N/A Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 As of December 31, 2018, and 2017, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis. Earnings (Loss) per share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. This adoption will not have a material impact on our financial statements. In June 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going concern (Subtopic 205-40) which provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This guidance in ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. This adoption will not have a material impact on our financial statements. In February 2015, the FASB issued ASU 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. This adoption will not have a material impact on our financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. We will recognize our inventories at cost or net realizable value, whichever lower. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting. 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 will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 3. CASH AND CASH EQUIVALENTS Cash and cash equivalents 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. The Group had cash balances of $714,366 and $248,253 as of September 30, 2019 and December 31, 2018, respectively. |
Accounts Receivables and Other
Accounts Receivables and Other Receivables | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivables and Other Receivables | 4. ACCOUNTS RECEIVABLES AND OTHER RECEIVABLES The Group recorded a trade receivable of $516,992 and $547,846 as of September 30, 2019 and December 31, 2018, respectively. Whilst, other receivables, deposits and prepaid expenses are recorded at $606,754 and 1,399,023 as of September 30, 2019 and December 31, 2018, respectively. |
Plant and Equipment, Net
Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Plant and Equipment, Net | 5. PLANT AND EQUIPMENT, NET The plant and equipment recorded at $797,990 and $485,050 as of September 30, 2019 and December 31, 2018, respectively. Significant increase in plant and equipment was mainly arising from consolidation of newly acquired subsidiaries. During quarter under review, the Group acquired plant and equipment for an amount of $183,283 and recorded a depreciation of $277,325. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6. INTANGIBLE ASSETS, NET During quarter under review, the Group amortized its intangible assets by an amount of $7,175. |
Other Investments
Other Investments | 9 Months Ended |
Sep. 30, 2019 | |
Other Investments [Abstract] | |
Other Investments | 7. OTHER INVESTMENTS During quarter under review, the Group acquired other investments for an amount of $747,447. |
Accounts Payables, Other Payabl
Accounts Payables, Other Payables and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payables, Other Payables and Accrued Liabilities | 8. ACCOUNTS PAYABLES, OTHER PAYABLES AND ACCRUED LIABILITIES As at September 30, 2019, the Group recorded accounts payable of $1,286,124 (2018: $325,971) and other payables and accrued liabilities of $1,170,951 (2018: $ 3,310,262), respectively. Whilst, as at September 30, 2019, amount owing to former shareholders of newly acquired subsidiaries amounting to $1,851,300 (2018: Nil) and advances from related companies recorded at 1,331,607 (2018: Nil) |
Convertible Notes Payables, Net
Convertible Notes Payables, Net of Debt Discount | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payables, Net of Debt Discount | 9. CONVERTIBLE NOTES PAYABLES, NET OF DEBT DISCOUNT On June 5, 2018 On June 21, 2018 For both the three months and twelve months ended December 31, 2018, the Company has recognized interest expense of 30,000 related to the amortization of the OID, interest expense of $ 17,915.18 on the Note and $321,073 related to the amortization of the beneficial conversion feature discount as it related to this Note. On November 15, 2018 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 $25,000 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. For the six months June 30, 2019, the Company has recognized interest expense of $ 18,611.11 related to the amortization of the OID, interest expense of $ 10,684.93 on the Note and $ 167,500.00 related to the amortization of the embedded conversion option liabilities discount as it related to this Note. 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 is 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 November 15, 2018, December 31, 2018 and June 30, 2019 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 six months respectively ended June 30, 2019 of $1,527,954.22 and $ 658,390.08, which are included in other incomes. Additionally, in connection with the Note, the Company also issued 31,250 shares of common stock of the Company to the holder as a commitment fee for this note on November 15, 2018. The commitment shares fair value was calculated as $31,250 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 December 31, 2018. The Maturity Date was May 15, 2019 the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, have been due and paid on May 10, 2019. On November 29, 2018 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 $60,000 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. For the six months ended June 30, 2019, the Company has recognized interest expense of $ 49,333.00 related to the amortization of the OID, interest expense of $ 30,161.11 on the Note and $ 493,333.00 related to the amortization of the beneficial conversion feature discount as it related to this Note. 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 is 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 November 29, 2018, December 31, 2018, March 31, 2019 and June 30, 2019 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 six months respectively ended June 30, 2019 of $ 4,046,703.94 and $(-778,068.14), which are included in other income and other expenses. Additionally, in connection with the Note, the Company also issued 1,000,000 shares of common stock of the Company to the holder as a security deposit, provided however, the shares are returned to the Company’s treasury as the Note is fully repaid and satisfied prior to the Maturity Date. The refundable shares fair value was calculated as $1,030,000.00 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 December 31, 2018. The Company also issued 120,000 shares of common stock of the Company to the holder as a commitment fee for this note. The commitment shares fair value was calculated as $123,600 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 December 31, 2018. The Maturity Date was May 29, 2019 the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, have been due and paid on May 24, 2019. On January 15, 2019 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 $12,500 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. For the six months June 30, 2019, the Company has recognized interest expense of $ 12,500 related to the amortization of the OID, interest expense of $ 5,822.44 on the Note and $ 290,552.26 related to the amortization of the embedded conversion option liabilities discount as it related to this Note. 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, 2019 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 six months ended June 30, 2019 respectively of $ 686,523.85 and $ 290,552.26, which are included in other incomes. Additionally, in connection with the Note, the Company also issued 20,000 shares of common stock of the Company to the holder as a commitment fee for this note on January 15, 2019. The commitment shares fair value was calculated as $18,800 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 March 31, 2018. In connection with the Note, the Company also issued 100,000 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 as the Note is fully repaid and satisfied prior to the Maturity Date. The refundable shares fair value was calculated as $94,000.00 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 March 31,2019. The Maturity Date was July 15, 2019 the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, have been due and paid on June 28, 2019. On February 19, 2019 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 has not recorded any debt discount related to the OID as it is not applicable for this note. 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. For the six months June 30, 2019, the Company has recognized, interest expense of $ 28,639.64.46 on the Note and $ 135,523.18 related to the amortization of the embedded conversion option liabilities discount as it related to this Note. 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 is 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, 2019 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 six months ended June 30, 2019 respectively of $ 591,888.19 and $ 135,523.18, which are included in other incomes. The Maturity Date was August 19, 2019 the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, have been due and paid on June 28, 2019. On March 15, 2019 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 $15,000 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 $ $ 452,315.07 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 $3.48 at issuance date, a risk-free interest rate of 2.49%, expected annualized volatility of the Company’s stock of 352.45%. For the nine months September 30, 2019, the Company has recognized interest expense of $ 15,000 related to the amortization of the OID, interest expense of $ 25,000 on the Note and $ 1,262,174.61related to the amortization of the embedded conversion option liabilities discount as it related to this Note. 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 is 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 September 30, 2019 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, 2019 respectively of $ 452,315 and $ 1,262,174. 54 which are included in other incomes. Additionally, in connection with the Note, the Company also issued 19,480 shares of common stock of the Company to the holder as a commitment fee for this note on March 15, 2019. The commitment shares fair value was calculated as $52,401.2 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, 2019. In connection with the Note, the Company also issued 97,402 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 $262,011.38 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 ,2019. This note is paid partially during the month of July and August 2019 in the amount of $100,000. As of today December 30, 2019, the outstanding note due to be paid is $ 50,000 plus the respective interest. On March 15, 2019 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 $11,000 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 $331,697.72 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 $3.48 at issuance date, a risk-free interest rate of 2.49%, expected annualized volatility of the Company’s stock of 352.45%. For the nine months September 30, 2019, the Company has recognized interest expense of $ 11,000 related to the amortization of the OID, interest expense of $ 4,701.37 on the Note and $ 925,594.71 related to the amortization of the embedded conversion option liabilities discount as it related to this Note. 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 is 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 July 23, 2019 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, 2019 respectively of $ 331,697.72 and $ 925,594.71 which are included in other incomes. Additionally, in connection with the Note, the Company also issued 20,000 shares of common stock of the Company to the holder as a commitment fee for this note on March 15, 2019. The commitment shares fair value was calculated as $53,800 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, 2019. In connection with the Note, the Company also issued 100,000 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 $269,000 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, 2019 but those shares are returned back to the company on November 11, 2019 so the transactions is cancelled in this date. This note is paid totally on July 23, 2019. On March 15, 2019 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 has not recorded a debt discount related to the OID as it is not applicable. 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 $ $ 753,858.45 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 $3.48 at issuance date, a risk-free interest rate of 2.49%, expected annualized volatility of the Company’s stock of 352.45%. For the nine months September 30, 2019, the Company has recognized interest expense of $ 17,813.38 on the Note and $ 2,103,624.35 related to the amortization of the embedded conversion option liabilities discount as it related to this Note. 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 is 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 September 30, 2019 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, 2019 respectively of $ 753,858.45 and $ 2,103,624.35 which are included in other incomes. Additionally, in connection with the Note, the Company also issued 32,467 shares of common stock of the Company to the holder as a commitment fee for this note on March 15, 2019. The commitment shares fair value was calculated as $87,336.23 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, 2019. In connection with the Note, the Company also issued 162,337 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 $436,686.53 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 30,2019. This note is not paid yet, and it is due. On June 3, 2019 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 has not recorded any debt discount related to the OID as it is not applicable for this note. 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. For the six months June 30, 2019, the Company has recognized, interest expense of $ 13,220.82 on the Note which is compound of of $ 420.82 and of $ 12, 800.00.00 respectively interest expenses till at June 27, 2019 with 8% interest rate and interest expenses for Prepayment on June 27, 2019 with 10 % interest rate on the total the “Note “received. 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 is 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 has not calculated the estimated fair values of the liabilities for embedded conversion feature at June 30, 2019 with the Black-Scholes option pricing model as the note is paid enter June 30, 2019. The Maturity Date was December 4, 2019 the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, have been due and paid on June 28, 2019. On June 4, 2019 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 $200,000 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 $ $ 5,865,296.47 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 $1.08 at issuance date, a risk-free interest rate of 2.210 %, expected annualized volatility of the Company’s stock of 6151.60 %. For the nine months ended September 30, 2019, the Company has recognized interest expense of $ 124,444.44 related to the amortization of the OID, interest expense of $ 61,082.19 on the Note and $ 2,640,555.55 related to the amortization of the beneficial conversion feature discount as it related to this Note. 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 is 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 11, 2019 and September 30, 2019 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 respectively ended September 30, 2019 the profit of $ 2,468,036.54 and the loss of ($63,926.93) which are included in other incomes and other expenses. Additionally, in connection with the Note, the Company also issued 111,731 shares of common stock of the Company to the holder as a commitment fee for this note. The commitment shares fair value was calculated as $120,669.48 being the fair value of common stock on the date of issuance (Note 9) and recorded as restricted stock receivable in the accompanying consolidated financial statements at September 30, 2019. This note is not paid yet, and it is due. |
Amount Owing to Directors
Amount Owing to Directors | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Amount Owing to Directors | 10. AMOUNT OWING TO DIRECTORS The amount owing to directors is unsecured, interest-free with no fixed repayment term. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 11. INCOME TAX No income tax is provided due to the statement of profit or loss and other comprehensive income recorded a net loss for the period under review. |
Foreign Currency Exchange Rate
Foreign Currency Exchange Rate | 9 Months Ended |
Sep. 30, 2019 | |
Foreign Currency [Abstract] | |
Foreign Currency Exchange Rate | 12. FOREIGN CURRENCY EXCHANGE RATE The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS Management has evaluated subsequent events through December 30, 2019, 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Going Concern | 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 ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $3,370,046 for the period ended September 30, 2019, incurred a net current liability of $11,629,256 and an accumulated loss of $6,218,484 as of September 30, 2019. 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. |
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 Cash and cash equivalents 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. |
Plant and Equipment | Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis to write off the cost over the following expected useful lives of the assets concerned. The principal annual rates used are as follows: Categories Principal Annual Rates Computer and software 20% Furniture and fittings 20% Renovation 20% Motor vehicles 20% Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use. |
Intangible Assets | Intangible assets Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks, which are amortized on a straight-line basis over a useful life of five years. The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There was no impairment losses recorded on intangible assets for the year ended September 30, 2019. |
Deferred Income | Deferred income Deferred income refers to fees received in advance for services which have not yet been performed. Deferred income is classified on the consolidated balance sheet as current liability. |
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. |
Comprehensive Income | Comprehensive income ASC Topic 220, “ Comprehensive Income |
Income Tax Expense | Income tax expense Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. |
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 functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”) and Australian Dollars (“AUD”), which is functional currency as being the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement” Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years: 30 September, 2019 31 December, 2018 Year-end US$1 : MYR exchange rate 4.1880 4.1300 Yearly average US$1 : MYR exchange rate 4.1342 4.0307 Year-end AUD : US$1 exchange rate 0.6746 0.7046 Yearly average AUD : US$1 exchange rate 0.6990 0.7482 Year-end US$1 : Philippine Pesos exchange rate 51.8339 52.5000 Yearly average US$1 : Philippine Pesos exchange rate 52.0337 N/A |
Related Parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 As of December 31, 2018, and 2017, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis. |
Earnings (Loss) Per Share | Earnings (Loss) per share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” |
Recent Accounting Pronouncements | Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. This adoption will not have a material impact on our financial statements. In June 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going concern (Subtopic 205-40) which provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This guidance in ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. This adoption will not have a material impact on our financial statements. In February 2015, the FASB issued ASU 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. This adoption will not have a material impact on our financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. We will recognize our inventories at cost or net realizable value, whichever lower. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting. 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 will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Principal Annual Rates on Plant and Equipment | The principal annual rates used are as follows: Categories Principal Annual Rates Computer and software 20% Furniture and fittings 20% Renovation 20% Motor vehicles 20% |
Schedule of Foreign Currency Translation Exchange Rates | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years: 30 September, 2019 31 December, 2018 Year-end US$1 : MYR exchange rate 4.1880 4.1300 Yearly average US$1 : MYR exchange rate 4.1342 4.0307 Year-end AUD : US$1 exchange rate 0.6746 0.7046 Yearly average AUD : US$1 exchange rate 0.6990 0.7482 Year-end US$1 : Philippine Pesos exchange rate 51.8339 52.5000 Yearly average US$1 : Philippine Pesos exchange rate 52.0337 N/A |
Organization and Business Bac_2
Organization and Business Background (Details Narrative) | Jan. 10, 2017shares |
Existing Shareholders [Member] | |
Number of common stock shares cancelled | 19,500,000 |
Officer and Director [Member] | |
Number of common stock shares issued | 5,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Net loss | $ 2,182,480 | $ (288,811) | $ (3,381,948) | $ (498,780) | |
Net current liabilities | 13,309,772 | 13,309,772 | $ 7,060,985 | ||
Accumulated loss | $ (6,230,387) | $ (6,230,387) | $ (2,848,437) | ||
Intangible asset useful life | 5 years | ||||
Impairment loss on intangible assets |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Principal Annual Rates on Plant and Equipment (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Computer and Software [Member] | |
Property and equipment annual rates | 20.00% |
Furniture and Fittings [Member] | |
Property and equipment annual rates | 20.00% |
Renovation [Member] | |
Property and equipment annual rates | 20.00% |
Motor Vehicles [Member] | |
Property and equipment annual rates | 20.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Foreign Currency Translation Exchange Rates (Details) | Sep. 30, 2019 | Dec. 31, 2018 |
Year End [Member] | MYR [Member] | ||
USD Exchange Rate | 4.1880 | 4.1300 |
Year End [Member] | AUD [Member] | ||
USD Exchange Rate | 0.6746 | 0.7046 |
Year End [Member] | Philippine Pesos [Member] | ||
USD Exchange Rate | 51.8339 | 52.5000 |
Yearly Average [Member] | MYR [Member] | ||
USD Exchange Rate | 4.1342 | 4.0307 |
Yearly Average [Member] | AUD [Member] | ||
USD Exchange Rate | 0.6990 | 0.7482 |
Yearly Average [Member] | Philippine Pesos [Member] | ||
USD Exchange Rate | 52.0337 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Cash balances | $ 714,366 | $ 248,253 |
Accounts Receivables and Othe_2
Accounts Receivables and Other Receivables (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Trade receivable | $ 516,992 | $ 547,846 |
Other receivables, deposits and prepaid expenses | $ 606,754 | $ 1,399,023 |
Plant and Equipment, Net (Detai
Plant and Equipment, Net (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Plant and equipment | $ 797,990 | $ 485,050 | |
Acquisition of plant and equipment | 183,283 | ||
Depreciation expense | $ 277,325 | $ 75 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7,175 | $ 4,500 |
Other Investments (Details Narr
Other Investments (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Other Investments [Abstract] | ||
Acquisition of other investments | $ 747,447 |
Accounts Payables, Other Paya_2
Accounts Payables, Other Payables and Accrued Liabilities (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,286,124 | $ 325,971 |
Other payables and accrued liabilities | 1,170,951 | 3,310,262 |
Amount owing to former shareholders of newly acquired subsidiaries | 1,851,300 | |
Advances from related companies | $ 1,331,607 |
Convertible Notes Payables, N_2
Convertible Notes Payables, Net of Debt Discount (Details Narrative) - USD ($) | Dec. 30, 2019 | Jul. 23, 2019 | Jun. 27, 2019 | Jun. 04, 2019 | Jun. 03, 2019 | Mar. 15, 2019 | Feb. 19, 2019 | Jan. 15, 2019 | Nov. 29, 2018 | Nov. 15, 2018 | Jun. 21, 2018 | Jun. 05, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Aug. 31, 2019 |
Purchase of common stock shares | $ 6,103,058 | |||||||||||||||||||||
Proceeds from convertible debt | 1,285,445 | 303,000 | ||||||||||||||||||||
Debt discount | 16,833 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ (4,005,908) | $ 90,119 | $ (7,065,828) | $ 76,000 | ||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Debt interest rate | 24.00% | |||||||||||||||||||||
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. | The Conversion Price is the lesser of 65% of the lowest trade price for the last 25 days prior to the issuance of the Note or 65% of the lowest market price over the 25 days prior to conversion. | 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. | The Conversion Price is the lesser of 65% of the lowest trade price for the last 25 days prior to the issuance of the Note or 65% of the lowest market price over the 25 days prior to conversion. | 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. | 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 conversion price per share | $ 1.08 | $ 3.48 | ||||||||||||||||||||
Convertible Promissory Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 2.49 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 352.45 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Labrys Fund [Member] | ||||||||||||||||||||||
Debt principal amount | $ 2,000,000 | $ 333,000 | ||||||||||||||||||||
Debt interest rate | 10.00% | 12.00% | ||||||||||||||||||||
Debt maturity date | Dec. 4, 2019 | Dec. 21, 2018 | ||||||||||||||||||||
Proceeds from convertible debt | $ 1,787,500 | $ 303,000 | ||||||||||||||||||||
Original issue discount | 200,000 | 30,000 | ||||||||||||||||||||
Legal expenses | $ 12,500 | $ 3,000 | ||||||||||||||||||||
Conversion price description | (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. | |||||||||||||||||||||
Number of common stock shares converted | 1,941,292 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ 5,865,296 | |||||||||||||||||||||
Convertible Promissory Note [Member] | EMA Fund [Member] | ||||||||||||||||||||||
Debt principal amount | $ 250,000 | |||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | May 15, 2019 | |||||||||||||||||||||
Proceeds from convertible debt | $ 222,500 | |||||||||||||||||||||
Original issue discount | 25,000 | |||||||||||||||||||||
Legal expenses | $ 2,500 | |||||||||||||||||||||
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 | $ 25,000 | |||||||||||||||||||||
Number of common stock shares issued | 31,250 | |||||||||||||||||||||
Convertible Promissory Note [Member] | LABRYS [Member] | ||||||||||||||||||||||
Debt principal amount | $ 660,000 | |||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | May 29, 2019 | |||||||||||||||||||||
Proceeds from convertible debt | $ 600,000 | |||||||||||||||||||||
Original issue discount | 60,000 | |||||||||||||||||||||
Legal expenses | $ 6,000 | |||||||||||||||||||||
Conversion price description | (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. | |||||||||||||||||||||
Amortization of original issue discount | $ 60,000 | |||||||||||||||||||||
Number of common stock shares issued | 1,000,000 | |||||||||||||||||||||
Fair value of common stock | $ 1,030,000 | |||||||||||||||||||||
Convertible Promissory Note [Member] | TFK Investments [Member] | ||||||||||||||||||||||
Debt principal amount | $ 110,000 | |||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | Jul. 15, 2019 | |||||||||||||||||||||
Proceeds from convertible debt | $ 97,500 | |||||||||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||||||||||
Conversion price description | (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. | |||||||||||||||||||||
Number of common stock shares converted | 243,810 | |||||||||||||||||||||
Amortization of original issue discount | $ 12,500 | |||||||||||||||||||||
Number of common stock shares issued | 20,000 | |||||||||||||||||||||
Fair value of common stock | $ 18,800 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Power UP [Member] | ||||||||||||||||||||||
Debt principal amount | $ 128,000 | $ 103,000 | ||||||||||||||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||||||||||||||
Debt maturity date | Dec. 4, 2019 | Aug. 19, 2019 | ||||||||||||||||||||
Proceeds from convertible debt | $ 128,000 | $ 103,000 | ||||||||||||||||||||
Conversion price description | (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. | (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"). | ||||||||||||||||||||
Number of common stock shares converted | 207,598 | |||||||||||||||||||||
Convertible Promissory Note [Member] | FirstFire [Member] | ||||||||||||||||||||||
Debt principal amount | $ 150,000 | |||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | Sep. 15, 2019 | |||||||||||||||||||||
Proceeds from convertible debt | $ 121,440 | |||||||||||||||||||||
Original issue discount | 15,000 | |||||||||||||||||||||
Legal expenses | $ 13,560 | |||||||||||||||||||||
Conversion price description | (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. | |||||||||||||||||||||
Number of common stock shares converted | 166,667 | |||||||||||||||||||||
Debt discount | $ 15,000 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ 452,315 | |||||||||||||||||||||
Number of common stock shares issued | 19,480 | 97,402 | ||||||||||||||||||||
Fair value of common stock | $ 52,401 | $ 262,011 | ||||||||||||||||||||
Convertible Promissory Note [Member] | Crown Bridge [Member] | ||||||||||||||||||||||
Debt principal amount | $ 110,000 | |||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | Sep. 15, 2019 | |||||||||||||||||||||
Proceeds from convertible debt | $ 96,500 | |||||||||||||||||||||
Original issue discount | 11,000 | |||||||||||||||||||||
Legal expenses | $ 2,500 | |||||||||||||||||||||
Conversion price description | (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. | |||||||||||||||||||||
Number of common stock shares converted | 191,169 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ 331,698 | |||||||||||||||||||||
Number of common stock shares issued | 100,000 | |||||||||||||||||||||
Fair value of common stock | $ 269,000 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Auctus Fund [Member] | ||||||||||||||||||||||
Debt principal amount | $ 250,000 | |||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | Sep. 15, 2019 | |||||||||||||||||||||
Proceeds from convertible debt | $ 222,250 | |||||||||||||||||||||
Legal expenses | $ 27,750 | |||||||||||||||||||||
Conversion price description | (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. | |||||||||||||||||||||
Number of common stock shares converted | 255,060 | |||||||||||||||||||||
Debt discount | ||||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | 753,858 | |||||||||||||||||||||
Number of common stock shares issued | 32,467 | |||||||||||||||||||||
Fair value of common stock | $ 87,336 | |||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Interest expenses | $ 17,915 | $ 17,915 | ||||||||||||||||||||
Original issue discount | 30,000 | 30,000 | ||||||||||||||||||||
Beneficial conversion feature amount | $ 321,073 | $ 321,073 | ||||||||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||||||
Debt maturity date | May 15, 2019 | |||||||||||||||||||||
Interest expenses | $ 10,684 | |||||||||||||||||||||
Beneficial conversion feature amount | 167,500 | |||||||||||||||||||||
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. | |||||||||||||||||||||
Number of common stock shares converted | 565,321 | |||||||||||||||||||||
Debt discount | $ 11,000 | |||||||||||||||||||||
Debt conversion price per share | $ 3.48 | |||||||||||||||||||||
Amortization of original issue discount | 18,611 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ 1,527,954 | 658,390 | ||||||||||||||||||||
Number of common stock shares issued | 20,000 | |||||||||||||||||||||
Fair value of common stock | $ 53,800 | $ 31,250 | ||||||||||||||||||||
Convertible Promissory Note One [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 2.49 | |||||||||||||||||||||
Convertible Promissory Note One [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 352.45 | |||||||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||||||
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. | |||||||||||||||||||||
Number of common stock shares converted | 1,483,523 | |||||||||||||||||||||
Debt conversion price per share | $ 3.48 | |||||||||||||||||||||
Convertible Promissory Note Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 2.49 | |||||||||||||||||||||
Convertible Promissory Note Two [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 6,151.60 | 352.45 | ||||||||||||||||||||
Convertible Promissory Note Two [Member] | Power UP [Member] | ||||||||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||||||||
Interest expenses | $ 12,800 | 13,221 | ||||||||||||||||||||
Compound interest expense | $ 421 | |||||||||||||||||||||
Number of common stock shares converted | 197,570 | |||||||||||||||||||||
Convertible Promissory Note Three [Member] | ||||||||||||||||||||||
Debt maturity date | May 29, 2019 | |||||||||||||||||||||
Interest expenses | $ 30,161 | |||||||||||||||||||||
Amortization of original issue discount | 49,333 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | 4,046,704 | (778,068) | ||||||||||||||||||||
Amortization of beneficial conversion feature | $ 493,333 | |||||||||||||||||||||
Number of common stock shares issued | 120,000 | |||||||||||||||||||||
Fair value of common stock | $ 123,600 | |||||||||||||||||||||
Convertible Promissory Note Three [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||
Fair value measurement, percentage | 2.210 | |||||||||||||||||||||
Convertible Promissory Note Four [Member] | ||||||||||||||||||||||
Debt maturity date | Jul. 15, 2019 | |||||||||||||||||||||
Interest expenses | $ 5,822 | |||||||||||||||||||||
Amortization of original issue discount | 12,500 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | 686,524 | $ 290,552 | ||||||||||||||||||||
Number of common stock shares issued | 100,000 | |||||||||||||||||||||
Fair value of common stock | $ 94,000 | |||||||||||||||||||||
Convertible Promissory Note Five [Member] | ||||||||||||||||||||||
Debt maturity date | Aug. 19, 2019 | |||||||||||||||||||||
Interest expenses | $ 28,640 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ 591,888 | $ 135,523 | ||||||||||||||||||||
Convertible Promissory Note Six [Member] | ||||||||||||||||||||||
Interest expenses | 25,000 | |||||||||||||||||||||
Amortization of original issue discount | 15,000 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | 452,315 | 1,262,174 | ||||||||||||||||||||
Payment of convertible note | $ 100,000 | |||||||||||||||||||||
Convertible Promissory Note Six [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Debt outstanding payable plus interest | $ 50,000 | |||||||||||||||||||||
Convertible Promissory Note Seven [Member] | ||||||||||||||||||||||
Interest expenses | 11,000 | |||||||||||||||||||||
Amortization of original issue discount | 4,701 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | 331,697 | 925,595 | ||||||||||||||||||||
Convertible Promissory Note Eight [Member] | ||||||||||||||||||||||
Interest expenses | 17,813 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | $ 753,858 | $ 2,103,624 | ||||||||||||||||||||
Number of common stock shares issued | 162,337 | |||||||||||||||||||||
Fair value of common stock | $ 436,687 | |||||||||||||||||||||
Convertible Promissory Note Nine [Member] | ||||||||||||||||||||||
Interest expenses | 61,082 | |||||||||||||||||||||
Amortization of original issue discount | 124,444 | |||||||||||||||||||||
Change in the fair value of embedded conversion Option Liability | 63,926 | |||||||||||||||||||||
Amortization of beneficial conversion feature | $ 2,640,556 | |||||||||||||||||||||
Number of common stock shares issued | 111,731 | |||||||||||||||||||||
Fair value of common stock | $ 120,670 | |||||||||||||||||||||
Equity Financing Agreement and Registration Rights Agreement [Member] | GHS Investments, LLC [Member] | ||||||||||||||||||||||
Market price percentage | 80.00% | |||||||||||||||||||||
Debt principal amount | $ 40,000 | |||||||||||||||||||||
Debt interest rate | 8.00% | |||||||||||||||||||||
Debt maturity date | Mar. 5, 2019 | |||||||||||||||||||||
Interest expenses | $ 956 | |||||||||||||||||||||
Commitment fee, principal amount | $ 40,000 | |||||||||||||||||||||
Equity Financing Agreement and Registration Rights Agreement [Member] | GHS Investments, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||
Purchase of common stock shares | $ 10,000,000 |