Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 28, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | Cosmos Group Holdings Inc. | ||
Entity Central Index Key | 0001706509 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 21,536,933 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Small Business | true | ||
Entity Emerging Growth | false | ||
Entity Shell Company | false | ||
Interactive data current | Yes | ||
Entity File Number | 000-55793 | ||
Entity Incorporation State Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 28,816 | $ 12,149 |
Accounts receivable | 64,570 | 54,096 |
Total current assets | 93,386 | 66,245 |
Non-current assets: | ||
Plant and equipment, net | 47,508 | 83,728 |
Assets classified as discontinued operations | 31,162 | 0 |
TOTAL ASSETS | 172,056 | 149,973 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 71,220 | 44,036 |
Amounts due to related parties | 416,230 | 150,076 |
Lease liability | 8,333 | 20,000 |
Income tax payable | 11,958 | 16,342 |
Total current liabilities | 507,741 | 230,454 |
Non-current liabilities: | ||
Deferred tax liabilities | 7,839 | 12,999 |
Lease liability | 0 | 8,333 |
Total non-current liabilities | 7,839 | 21,332 |
Liabilities classified as discontinued operations | 46,266 | 0 |
TOTAL LIABILITIES | 561,846 | 251,786 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 21,536,933 and 21,492,933 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 21,536 | 21,492 |
Additional paid in capital | 395,516 | 0 |
Accumulated losses | (806,842) | (123,305) |
Total stockholders' deficit | (389,790) | (101,813) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 172,056 | $ 149,973 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 21,536,933 | 21,492,933 |
Common stock, shares outstanding | 21,536,933 | 21,492,933 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues, net | $ 671,295 | $ 733,153 |
Cost of revenue | (570,231) | (602,720) |
Gross profit | 101,064 | 130,433 |
Operating expenses | ||
General and administrative | (780,578) | (239,750) |
Total operating expenses | (780,578) | (239,750) |
Loss from operations | (679,514) | (109,317) |
Other (expense) income: | ||
Gain from the sale of subsidaries | 0 | 558,755 |
Gain on disposal of plant and equipment | 8,414 | 0 |
Interest expense | (2,251) | (2,251) |
Interest income | 2 | 4 |
Total other expense | 6,165 | 556,508 |
(Loss) income before income taxes | (673,349) | 447,191 |
Income tax credit (expense) | 4,916 | (1,839) |
(Loss) income from continuing operations | (668,433) | 445,352 |
Loss from discontinued operations, net of tax | (15,104) | (439,552) |
NET (LOSS) INCOME | (683,537) | 5,800 |
Other comprehensive loss: | ||
- Foreign currency translation income | 0 | 5,294 |
COMPREHENSIVE (LOSS) INCOME | $ (683,537) | $ 11,094 |
Net (loss) income per share - Continuing operations - Basic and Diluted | $ (0.03) | $ 0.02 |
Net (loss) income per share - Discontinued operations - Basic and Diluted | 0 | (0.02) |
Net (loss) income per share - Basic and Diluted | $ (0.03) | $ 0 |
Weighted average common shares outstanding - Basic and Diluted | 21,493,897 | 21,492,933 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (683,537) | $ 5,800 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Depreciation of plant and equipment | 18,352 | 19,834 |
Gain from the sales of subsidaries | 0 | (558,755) |
Gain on disposal of plant and equipment | (8,414) | 0 |
Stock based compensation | 395,560 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (10,474) | (54,096) |
Accounts payable and accrued liabilities | 27,184 | 11,385 |
Income tax payable | (9,544) | 1,839 |
Net cash used in operating activities from discontinued operation | (8,926) | (93,000) |
Net cash used in operating activities | (275,171) | (666,993) |
Cash flows from investing activities: | ||
Proceeds from disposal of plant and equipment | 26,282 | 0 |
Net cash used in investing activities from discontinued operation | (19,672) | (113,946) |
Net cash used in investing activities | 6,610 | (113,946) |
Cash flows from financing activities: | ||
Advances from related parties | 266,154 | 736,826 |
Repayment of lease liability | (20,000) | (20,000) |
Net cash provided by (used in) financing activities from discontinued operation | 43,702 | (22,784) |
Net cash provided by financing activities | 289,856 | 694,042 |
Foreign currency translation adjustment | 0 | (537) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 16,667 | (87,434) |
BEGINNING OF YEAR | 12,149 | 99,583 |
END OF YEAR | 28,816 | 12,149 |
Supplementary disclosures: | ||
Cash paid for tax | 0 | 0 |
Cash paid for interest | $ 2,251 | $ 2,251 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Accumulated Other Comprehensive Income / Loss | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 21,492,933 | ||||
Beginning balance, value at Dec. 31, 2017 | $ 21,492 | $ (5,294) | $ 0 | $ (129,105) | $ (112,907) |
Foreign currency translation adjustment | 5,294 | 5,294 | |||
Net income (loss) for the year | 5,800 | 5,800 | |||
Ending balance, shares at Dec. 31, 2018 | 21,492,933 | ||||
Ending balance, value at Dec. 31, 2018 | $ 21,492 | 0 | 0 | (123,305) | (101,813) |
Shares issued for services, shares | 44,000 | ||||
Shares issued for services, value | $ 44 | 395,516 | 395,560 | ||
Net income (loss) for the year | (683,537) | (683,537) | |||
Ending balance, shares at Dec. 31, 2019 | 21,536,933 | ||||
Ending balance, value at Dec. 31, 2019 | $ 21,536 | $ 0 | $ 395,516 | $ (806,842) | $ (389,790) |
1. Organization and Business Ba
1. Organization and Business Background | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | NOTE – Cosmos Group Holdings Inc. (the “Company” or “COSG”) incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc. Shur De Cor's then management resigned and the management of Interactive New Jersey became the Company’s management. The prior management of Shur De Cor retained Shur De Cor’s business and assets. Effective February 26, 2016, the Company changed its name to Cosmos Group Holdings Inc. The Company, through its subsidiaries, mainly engages in the provision of truckload transportation service in Hong Kong, in which the Company utilizes its owned trucks or independent contractor owned trucks for the pickup and delivery of freight from port to the designated destination, upon the customers’ request. On September 17, 2018, the Company entered into the Agreement for Sale and Purchase of Shares in COSG International Holdings Limited, a British Virgin Islands limited liability company (“COSG International”), and sold the China operation to Lilun Gan, an unaffiliated third party, for cash consideration of Ten Thousand Dollars (US$10,000). The sale was consummated on December 31, 2018. In July 2019, the Company entered into the business of developing and delivering educational content. On July 19, 2019, the Company acquired 5,100 Ordinary Shares of Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”), from Wing Lok Jonathan SO (“SWL”) pursuant to the terms of a Share Exchange Agreement (the “Share Exchange Agreement”). Such securities represented approximately 51% of the issued and outstanding securities of HKHL. As consideration, we issued 6,232,951 shares of our common stock, at a per share price of US$8.99. In connection with the Share Exchange, the Company entered into an Intellectual Property Ownership and License Agreement with HKHL, Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited) (“SZFZQ”) and their affiliates (the “IP License Agreement”), pursuant to which we licensed from HKHL, SZFZQ and their affiliates the right to exploit certain intellectual property related to the operations of the AI education business on a worldwide, non-exclusive, perpetual, royalty-free and irrevocable basis. The Company also entered into employment agreements with certain individuals. In addition, the Company entered into a Consulting Agreement with Hung-Yi pursuant to which Mr. Hung agreed to provide certain research and development plans, develop strategic partnerships, and assist the Company in meeting certain financial targets in exchange for 1,074,647 shares of our common stock, at a per share price of US$8.99 (the “Hung Shares”). Effective November 12, 2019, the Company mutually terminated the Consulting Agreement, and Mr. Hung agreed to return the Hung Shares to the Company for cancellation. On December 27, 2019, all parties mutually terminated the Share Exchange Agreement and IP License Agreement. As a result, 5,100 Ordinary Shares of HKHL were returned to SWL and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned from his position as Chief Operating Officer of the Company. Subsequently, on March 16, 2020, the Company approved to discontinue and exit from the AI Education business by the end of the first quarter 2020. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Lee Tat International Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at US$1 each 100% Lee Tat Transportation International Limited Hong Kong Logistic and delivery 10,000 ordinary shares for HK$10,000 100% Cosmos Robotor Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at US$0.001 each 100% AiTeach International Limited British Virgin Islands AI Business 10,000 ordinary shares for HK$100 100% Cosmos Robotor AI Education (Shenzhen) Limited The People’s Republic of China Education N/A 100% COSG and its subsidiaries are hereinafter referred to as (the “Company”). |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE–2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES · Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). · Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. · Basis of consolidation The consolidated financial statements include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. · Discontinued operations Subsequently, on March 16, 2020 , · Cash and cash equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. · Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2019 and 2018, there was no allowance for doubtful accounts. · 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 over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service vehicle 8 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. · Impairment of long-lived assets In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “ Impairment or Disposal of Long-Lived Assets · Revenue recognition The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements. Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the rendering of transportation services and recognizes in full upon completion of delivery to the receiver’s location. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. · Cost of revenue Cost of revenue consists primarily of direct labor and fuel cost, which are directly attributable to the rendering of transportation services. Shipping and handling costs, associated with the custom clearance are borne by the customers. · Comprehensive income ASC Topic 220, “Comprehensive Income”, · Income taxes 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 disclose 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. For the years ended December 31, 2019 and 2018, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. · Lease The Company adopted Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. · Net (loss) income per share The Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong maintain their books and records in their local currency, Hong Kong Dollars ("HK$"), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement 2019 2018 Year-end US$:HK$1 exchange rate 0.1282 0.1282 Annual average US$:HK$1 exchange rate 0.1282 0.1282 · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. · Stock based compensation The Company accounts for employee and non-employee stock awards under ASC Topic 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. · Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. · Segment reporting ASC Topic 280, “ Segment Reporting · Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, amount due to a related party, accounts payable, income tax payable, amount due to a related party, lease liability, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures · Level 1 · Level 2 : · Level 3 Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. · Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Accounting Standards Adopted In February 2016, the FASB issued ASU 2016-02, Leases ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements In calculating the present value of the lease payments, the Company applied an individual discount rate for each of its leases, and determined the appropriate discount rate based on the remaining lease terms at the date of adoption. As the lessee to several lease agreements, the Company did not have insight into the relevant information that would be required to arrive at the rate implicit in the lease. Therefore, the Company utilized its outstanding borrowings as a benchmark to determine the incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for each lease. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
3. Going Concern Uncertainties
3. Going Concern Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainties | NOTE–3 GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered from an accumulated deficit of $806,842 and working capital deficit of $414,355, at December 31, 2019. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. The continuation of the Company as a going concern through December 31, 2020 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
4. Business Combination and Dis
4. Business Combination and Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Disposal of Subsidiaries | NOTE – 4 BUSINESS COMBINATION AND DISCONTINUED OPERATIONS On July 19, 2019, the Company acquired 51% controlling interest in Hong Kong Healthtech Limited, a private limited company organized under the laws of Hong Kong (“HKHL”), and a start-up education company, for 6,232,951 shares of its common stock, at a price of $8.99 per share, based on the fair value of $109,871,037. The Company’s acquisitions of HKHL were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The licensing agreement related to the right of use to exploit all intellectual properties from HKHL and its related affiliates, including registered patents, copyrights, software trade secrets, trademarks, service marks, proprietary information for its business purpose. However, no revenue was generated or no physical operation was commenced from this business combination during the current period. On December 23, 2019, the Company approved to terminate this Business Combination transaction and all parties mutually agreed to rescind the Share Exchange Agreement. The termination of both Share Exchange Agreement and IP License Agreement were effectuated in accordance with the terms of that certain Termination Agreement made effective December 27, 2019. As a result, 5,100 Ordinary Shares of HKHL have returned while 6,232,951 shares of Company’s common stock issued in exchange were cancelled accordingly. All counterparties have agreed to continue the business relationship and HKHL is acted as a key supplier of educational content to the Company. The Company agreed to issue 44,000 shares of its common stock for advisory services rendered. Subsequently, on March 16, 2020, the Company approved to discontinue and exit from AI Education business by the end of the first quarter 2020. The results of operations for the Company are presented in the consolidated statements of operations and comprehensive loss as consolidated net loss from discontinued operations. |
5. Plant and Equipment
5. Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE–5 PLANT AND EQUIPMENT Plant and equipment consisted of the following: As of December 31, 2019 2018 Service vehicle, at cost $ 111,238 $ 158,674 Less: accumulated depreciation (63,730 ) (74,946 ) $ 47,508 $ 83,728 Depreciation expense for the years ended December 31, 2019 and 2018 were $18,352 and $19,834, as part of cost of revenue, respectively. |
6. Amounts due to Related Parti
6. Amounts due to Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Amounts due to Related Parties | NOTE – The amounts represented temporary advances to the Company by related parties, which were unsecured, interest-free and had no fixed terms of repayments. Imputed interest from related party loan is not significant. |
7. Lease Liability
7. Lease Liability | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Liability | NOTE–7 LEASE LIABILITY The Company purchased a service vehicle under a finance lease agreement with the effective interest rate of 2.25% per annum, due through May 29, 2020, with principal and interest payable monthly. Right of use assets and lease liability – right of use are as follows: As of December 31 2019 2018 Right of use assets $ 47,508 $ 83,728 The lease liability – right of use is as follows: As of December 31 2019 2018 Current portion $ 8,333 $ 20,000 Non-current portion – 8,333 Total $ 8,333 $ 28,333 As of December 31, 2019, the finance lease of $8,333 will become matured in the next 12 months. |
8. Income Taxes
8. Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE–8 INCOME TAXES For the years ended December 31, 2019 and 2018, the local (“United States of America”) and foreign components of (loss) income before income taxes were comprised of the following: Years ended December 31, 2019 2018 Tax jurisdiction from: - Local $ (594,236 ) $ 425,356 - Foreign (79,113 ) 21,835 (Loss) income before income taxes $ (673,349 ) $ 447,191 The provision for income taxes consisted of the following: Years ended December 31, 2019 2018 Current: - Local $ – $ – - Foreign 244 1,839 Deferred: - Local – – - Foreign (5,160 ) – Income tax (credit) expense $ (4,916 ) $ 1,839 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, BVI, Hong Kong and the People’s Republic of China (“the PRC”) that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America COSG is registered in the State of Nevada and is subject to the tax laws of United States of America. As of December 31, 2019, the operation in the United States of America incurred $2,630,138 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $552,329 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. BVI Under the current BVI law, the Company is not subject to tax on income. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at a standard income tax rate of 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2019 and 2018 is as follows: Years ended December 31, 2019 2018 (Loss) income before income taxes $ (78,067 ) $ 22,540 Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate (12,881 ) 3,719 Tax effect from non-deductible items 7,146 3,378 Tax effect from deductible items (2,215 ) (2,560 ) Tax allowance – (2,269 ) Tax adjustment 8,194 (429 ) Income tax expense $ 244 $ 1,839 The PRC The Company’s subsidiary operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. There is no operation during the year ended December 31, 2019. The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2019 and 2018: As of December 31, 2019 2018 Deferred tax liabilities: Accelerated depreciation $ 7,839 $ 12,999 Deferred tax assets: Net operating loss carryforwards $ 552,329 $ 427,539 Less: valuation allowance (552,329 ) (427,539 ) Deferred tax assets, net $ – $ – |
9. Stockholders' Deficit
9. Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE – Authorized stock The Company’s authorized share is 500,000,000 common shares with a par value of $0.001 per share. Common stock outstanding On July 19, 2019, the Company issued 6,232,951 shares of its common stock to complete the acquisition of a subsidiary for its 51%, at the price of $8.99 per share. This acquisition transaction was mutually agreed to terminate on December 23, 2019 and these shares were fully returned and cancelled accordingly. Concurrently, on July 19, 2019, the Company issued 1,074,647 shares of its common stock an independent consultant for business service in a term of 24 months, at a price of $8.99 per share. This transaction was mutually agreed to terminate by both parties and those shares were subsequently cancelled. On December 24, 2019, the Company issued 44,000 shares of common stocks for service rendered in relation to AI Education business. As of December 31, 2019 and 2018, the Company had a total of 21,536,933 and 21,492,933 shares of its common stock issued and outstanding, respectively. |
10. Net (Loss) Income Per Share
10. Net (Loss) Income Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | NOTE–10 NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net (loss) income per share. The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2019 and 2018: Years ended December 31, 2019 2018 Net (loss) income attributable to common shareholders $ (683,537 ) $ 5,800 Weighted average common shares outstanding – Basic and diluted 21,493,897 21,492,933 Net (loss) income per share – Basic and diluted $ (0.03 ) $ 0.00 |
11. Pension Costs
11. Pension Costs | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Pension Costs | NOTE – The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2019 and 2018, $4,207 and $4,567 contributions were made accordingly. |
12. Related Party Transactions
12. Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE – The Company has been provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements. From time to time, the stockholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. The imputed interest on the loan from a related party was not significant. On July 19, 2019, the Company’s Chief Financial Officer, Mr. Yip received 2,149,293 shares of its common stock under the private transfer from Mr. Cheung, the former chief executive officer of the Company, to compensate his employment as Chief Financial Officer in a term of 2 years. Following the exit of AI Education business approved on March 16, 2020, the portion of 1,503,185 shares were subsequently returned and transferred back to Mr. Cheung, the former chief executive officer of the Company. The balance of 646,108 shares is served as a token of appreciation to Mr. Yip’s contribution as Chief Financial Officer for the period ending April 30, 2020. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. |
13. Concentrations of Risk
13. Concentrations of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | NOTE–13 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2019 and 2018, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows: Year ended December 31, 2019 December 31, 2019 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 332,601 50% $ 34,892 Customer B 248,476 37% 20,601 Total: $ 581,077 87% Total: $ 55,493 Year ended December 31, 2018 December 31, 2018 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 352,628 48% $ 25,776 Customer B 258,689 35% 17,151 Total: $ 611,317 83% Total: $ 42,927 All customers are located in Hong Kong. (b) Major vendors For the year ended December 31, 2019, one vender represented more than 10% of the Company’s operating cost. This vendor accounted for 11% of the Company’s operating cost amounting to $64,295 with $18,555 -of accounts payable at December 31, 2019. For the year ended December 31, 2018, one vender represented more than 10% of the Company’s operating cost. This vendor accounted for 12% of the Company’s operating cost amounting to $72,211 with $5,230 of accounts payable at December 31, 2018. All vendors are located in Hong Kong. (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Interest rate risk As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2019 and 2018, borrowing under finance lease was at fixed rate. |
14. Commitments and Contingenci
14. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE – As of December 31, 2019, the Company has no material commitments or contingencies. |
15. Subsequent Events
15. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE–15 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events Subsequently, on March 16, 2020, the Company approved to discontinue and exit from AI Education business by the end of first quarter 2020. Following the exit of AI Education business, the Company’s Chief Financial Officer, Mr. Yip would return and transfer back 1,503,185 shares of the Company’s common stock to Mr. Cheung, the former chief executive officer of the Company. The balance of 646,108 shares is served as a token of appreciation to Mr. Yip’s contribution as Chief Financial Officer for the period ending April 30, 2020. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | · Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Use of estimates | · Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. |
Basis of consolidation | · Basis of consolidation The consolidated financial statements include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
Discontinued operations | · Discontinued operations Subsequently, on March 16, 2020 , |
Cash and cash equivalents | · Cash and cash equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Accounts receivable | · Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2019 and 2018, there was no allowance for doubtful accounts. |
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 over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Service vehicle 8 years Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Impairment of long-lived assets | · Impairment of long-lived assets In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “ Impairment or Disposal of Long-Lived Assets |
Revenue recognition | · Revenue recognition The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements. Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company derives its revenues from the rendering of transportation services and recognizes in full upon completion of delivery to the receiver’s location. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. |
Cost of revenue | · Cost of revenue Cost of revenue consists primarily of direct labor and fuel cost, which are directly attributable to the rendering of transportation services. Shipping and handling costs, associated with the custom clearance are borne by the customers. |
Comprehensive income | · Comprehensive income ASC Topic 220, “Comprehensive Income”, |
Income taxes | · Income taxes 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 disclose 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. For the years ended December 31, 2019 and 2018, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority. |
Lease | · Lease The Company adopted Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company made the policy election to not separate lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component. |
Net income per share | · Net (loss) income per share The Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” |
Foreign currencies translation | · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong maintain their books and records in their local currency, Hong Kong Dollars ("HK$"), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement 2019 2018 Year-end US$:HK$1 exchange rate 0.1282 0.1282 Annual average US$:HK$1 exchange rate 0.1282 0.1282 |
Retirement plan costs | · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. |
Stock based compensation | · Stock based compensation The Company accounts for employee and non-employee stock awards under ASC Topic 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. |
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 operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Segment reporting | · Segment reporting ASC Topic 280, “ Segment Reporting |
Fair value of financial instruments | · Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, amount due to a related party, accounts payable, income tax payable, amount due to a related party, lease liability, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures · Level 1 · Level 2 : · Level 3 Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Recent accounting pronouncements | · Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Accounting Standards Adopted In February 2016, the FASB issued ASU 2016-02, Leases ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements In calculating the present value of the lease payments, the Company applied an individual discount rate for each of its leases, and determined the appropriate discount rate based on the remaining lease terms at the date of adoption. As the lessee to several lease agreements, the Company did not have insight into the relevant information that would be required to arrive at the rate implicit in the lease. Therefore, the Company utilized its outstanding borrowings as a benchmark to determine the incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for each lease. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
1. Organization and Business _2
1. Organization and Business Background (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of subsidiaries | Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest held Lee Tat International Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at US$1 each 100% Lee Tat Transportation International Limited Hong Kong Logistic and delivery 10,000 ordinary shares for HK$10,000 100% Cosmos Robotor Holdings Limited British Virgin Islands Investment holding 50,000 ordinary shares at US$0.001 each 100% AiTeach International Limited British Virgin Islands AI Business 10,000 ordinary shares for HK$100 100% Cosmos Robotor AI Education (Shenzhen) Limited The People’s Republic of China Education N/A 100% |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property and equipment useful life | Expected useful life Service vehicle 8 years |
Schedule of foreign currency translation rates | 2019 2018 Year-end US$:HK$1 exchange rate 0.1282 0.1282 Annual average US$:HK$1 exchange rate 0.1282 0.1282 |
5. Plant and Equipment (Tables)
5. Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant and equipment | Plant and equipment consisted of the following: As of December 31, 2019 2018 Service vehicle, at cost $ 111,238 $ 158,674 Less: accumulated depreciation (63,730 ) (74,946 ) $ 47,508 $ 83,728 |
7. Lease Liability (Tables)
7. Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease information | Right of use assets and lease liability – right of use are as follows: As of December 31 2019 2018 Right of use assets $ 47,508 $ 83,728 The lease liability – right of use is as follows: As of December 31 2019 2018 Current portion $ 8,333 $ 20,000 Non-current portion – 8,333 Total $ 8,333 $ 28,333 |
8. Income Taxes (Tables)
8. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Foreign components of income taxes | Years ended December 31, 2019 2018 Tax jurisdiction from: - Local $ (594,236 ) $ 425,356 - Foreign (79,113 ) 21,835 (Loss) income before income taxes $ (673,349 ) $ 447,191 |
Provision for income taxes | Years ended December 31, 2019 2018 Current: - Local $ – $ – - Foreign 244 1,839 Deferred: - Local – – - Foreign (5,160 ) – Income tax (credit) expense $ (4,916 ) $ 1,839 |
Income tax reconciliation | Years ended December 31, 2019 2018 (Loss) income before income taxes $ (78,067 ) $ 22,540 Statutory income tax rate 16.5% 16.5% Income tax expense at statutory rate (12,881 ) 3,719 Tax effect from non-deductible items 7,146 3,378 Tax effect from deductible items (2,215 ) (2,560 ) Tax allowance – (2,269 ) Tax adjustment 8,194 (429 ) Income tax expense $ 244 $ 1,839 |
Schedule of deferred tax assets and liabilities | As of December 31, 2019 2018 Deferred tax liabilities: Accelerated depreciation $ 7,839 $ 12,999 Deferred tax assets: Net operating loss carryforwards $ 552,329 $ 427,539 Less: valuation allowance (552,329 ) (427,539 ) Deferred tax assets, net $ – $ – |
10. Net (Loss) Income Per Sha_2
10. Net (Loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share | Years ended December 31, 2019 2018 Net (loss) income attributable to common shareholders $ (683,537 ) $ 5,800 Weighted average common shares outstanding – Basic and diluted 21,493,897 21,492,933 Net (loss) income per share – Basic and diluted $ (0.03 ) $ 0.00 |
13. Concentrations of Risk (Tab
13. Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of customer concentrations | For the years ended December 31, 2019 and 2018, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows: Year ended December 31, 2019 December 31, 2019 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 332,601 50% $ 34,892 Customer B 248,476 37% 20,601 Total: $ 581,077 87% Total: $ 55,493 Year ended December 31, 2018 December 31, 2018 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 352,628 48% $ 25,776 Customer B 258,689 35% 17,151 Total: $ 611,317 83% Total: $ 42,927 |
1. Organization and Business _3
1. Organization and Business Background (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Lee Tat International Holdings Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | British Virgin Islands |
Principal activities | Investment holding |
Registered share capital | 50,000 ordinary shares at US$1 each |
Lee Tat Transporation International Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | Hong Kong |
Principal activities | Logistic and delivery |
Registered share capital | 10,000 ordinary shares at HK$10,000 |
Cosmos Robotor Holdings Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | British Virgin Islands |
Principal activities | Investment holding |
Registered share capital | 50,00 ordinary shares at US$0.001 each |
AiTeach International Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | British Virgin Islands |
Principal activities | AI Business |
Registered share capital | 10,000 ordinary shars for HK$100 |
Cosmos Robotor AI Educations [Schnzhen) Limited [Member] | |
Ownership percentage | 100.00% |
Place of incorporation | The People's Republic of China |
Principal activities | Education |
Registered share capital | N/A |
1. Organization and Business _4
1. Organization and Business Background (Details Narrative) | 9 Months Ended |
Sep. 17, 2018USD ($) | |
COSG International Holdings [Member] | |
Proceeds from sale of subsidiary | $ 10,000 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - useful life) | 12 Months Ended |
Dec. 31, 2019 | |
Service vehicle [Member] | |
Expected useful life of property | 8 years |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details - Exchange Rate) - Hong Kong, Dollars | Dec. 31, 2019 | Dec. 31, 2018 |
Annual average [Member] | ||
Exchange rate | 0.1282 | 0.1282 |
Year End Exchange Rate [Member] | ||
Exchange rate | 0.1282 | 0.1282 |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Asset impairment charge | 0 | 0 |
Uncertain tax positions | $ 0 | $ 0 |
3. Going Concern Uncertainties
3. Going Concern Uncertainties (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (806,842) | $ (123,305) |
Working capital | $ (414,355) |
5. Plant and Equipment (Details
5. Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Service vehicle, at cost | $ 111,238 | $ 158,674 |
Less: accumulated depreciation | (63,730) | (74,946) |
Property, plant and equipment, net | $ 47,508 | $ 83,728 |
5. Plant and Equipment (Detai_2
5. Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 18,352 | $ 19,834 |
7. Lease Liability (Details - F
7. Lease Liability (Details - Finance lease) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Right of use asset | $ 47,508 | $ 83,728 |
Lease liability current portion | 8,333 | 20,000 |
Lease liability noncurrent portion | 0 | 8,333 |
Finance lease liability | $ 8,333 | $ 28,333 |
7. Lease Liability (Details Nar
7. Lease Liability (Details Narrative) | Dec. 31, 2019 |
Leases [Abstract] | |
Finance lease effective interest rate | 2.25% |
Lease term | 1 year |
8. Income Taxes (Details - Juri
8. Income Taxes (Details - Jurisdictions) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
(Loss) income before income taxes | $ (673,349) | $ 447,191 |
United States [Member] | ||
(Loss) income before income taxes | (594,236) | 425,356 |
Foreign Tax Authority [Member] | ||
(Loss) income before income taxes | $ (79,113) | $ 21,835 |
8. Income Taxes (Details - Prov
8. Income Taxes (Details - Provision for Income tax) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense | $ 0 | $ 0 |
Foregin current income tax | 244 | 1,839 |
Deferred local income tax | 0 | 0 |
Deferred foreign income tax | (5,160) | 0 |
Income tax expense | $ (4,916) | $ 1,839 |
8. Income Taxes (Details - Inco
8. Income Taxes (Details - Income tax reconcilation) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense | $ 244 | $ 1,839 |
Hong Kong Profits Tax [Member] | ||
(Loss) income before income taxes | $ (78,067) | $ 22,540 |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (12,881) | $ 3,719 |
Tax effect from non-deductible items | 7,146 | 3,378 |
Tax effect from deductible items | (2,215) | (2,560) |
Tax allowance | 0 | (2,269) |
Tax adjustments | 8,194 | (429) |
Income tax expense | $ 244 | $ 1,839 |
8. Income Taxes (Details - Defe
8. Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax liabilities: | ||
Accelerated depreciation | $ 7,839 | $ 12,999 |
Deferred tax assets: | ||
Net operating loss carryforwards | 552,329 | 427,539 |
Less: valuation allowance | (552,329) | (427,539) |
Deferred tax assets, net | $ 0 | $ 0 |
8. Income Taxes (Details Narrat
8. Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Net operating loss carryforward | $ 2,630,138 |
Operating loss carryforward beginning expiration date | Dec. 31, 2039 |
Valuation allowance | $ 552,329 |
Hong Kong Profits Tax [Member] | |
Effective tax rate | 16.50% |
PRC [Member] | |
Effective tax rate | 25.00% |
9. Stockholders' Deficit (Detai
9. Stockholders' Deficit (Details Narrative) - shares | 12 Months Ended | ||
Dec. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares outstanding | 21,536,933 | 21,492,933 | |
AI Education [Member] | |||
Stock issued for services, shares | 44,000 |
10. Net (Loss) Income Per Sha_3
10. Net (Loss) Income Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net (loss) income attributable to common shareholders | $ (683,537) | $ 5,800 |
Weighted average common shares outstanding - Basic and diluted | 21,493,897 | 21,492,933 |
Net (loss) income per share - Basic and diluted | $ (0.03) | $ 0 |
11. Pension Costs (Details Narr
11. Pension Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Pension contributions from the company | $ 4,207 | $ 4,567 |
13. Concentrations of Risk (Det
13. Concentrations of Risk (Details - Concentration risk) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 671,295 | $ 733,153 |
Sales Revenue, Net [Member] | ||
Concentration risk percentage | 87.00% | 83.00% |
Revenues | $ 581,077 | $ 611,317 |
Sales Revenue, Net [Member] | Customer A [Member] | ||
Concentration risk percentage | 50.00% | 48.00% |
Revenues | $ 332,601 | $ 352,628 |
Sales Revenue, Net [Member] | Customer B [Member] | ||
Concentration risk percentage | 37.00% | 35.00% |
Revenues | $ 248,476 | $ 258,689 |
Accounts Receivable [Member] | ||
Accounts receivable | 55,493 | 42,927 |
Accounts Receivable [Member] | Customer A [Member] | ||
Accounts receivable | 34,892 | 25,776 |
Accounts Receivable [Member] | Customer B [Member] | ||
Accounts receivable | $ 20,601 | $ 17,151 |
13. Concentrations of Risk (D_2
13. Concentrations of Risk (Details Narrative) - Cost of Sales [Member] - One Vendor [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration risk percentage | 11.00% | 12.00% |
Cost of sales | $ 64,295 | $ 72,211 |
Accounts payable | $ 18,555 | $ 5,230 |